Citizens Financial Group Announces Pricing of $1.5 Billion of Citizens Bank, N.A. Senior Notes

PROVIDENCE, R.I.–(BUSINESS WIRE)–Citizens Financial Group, Inc. (NYSE: CFG) today announced the pricing
of senior unsecured note offerings by Citizens Bank, N.A. (the “Bank”)
of $1.5 billion aggregate principal amount (collectively, the “Senior
Notes”), consisting of:

  • $700 million 3.250% fixed-rate notes due 2022 (the “3.250% Senior
    Notes”)
  • $300 million floating-rate notes due 2022 with an interest rate of
    3-month LIBOR plus 0.72% (the “Floating Rate Senior Notes”)
  • $500 million 3.750% fixed-rate notes due 2026 (the “3.750% Senior
    Notes”)

The Senior Notes are being offered under the Bank’s $10.0 billion Global
Bank Note Program. The offerings are expected to close on February 14,
2019, subject to customary closing conditions. The Bank intends to use
the net proceeds of the Senior Notes offerings for general corporate
purposes.

Morgan Stanley & Co. LLC, Barclays Capital Inc., Citigroup Global
Markets Inc., Citizens Capital Markets, Inc., and Credit Suisse
Securities (USA) LLC are acting as joint book-running managers for the
3.250% Senior Notes and the Floating Rate Senior Notes. J.P. Morgan
Securities LLC, Barclays Capital Inc., Citizens Capital Markets, Inc.,
Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC are
acting as joint book-running managers for the 3.750% Senior Notes.
Sandler O’Neill & Partners, L.P. is acting as co-manager for each series
of Senior Notes.

The Senior Notes are not deposits and are neither insured nor
approved by the Federal Deposit Insurance Corporation or any other
government agency and are subject to investment risk, including the
possible loss of principal. The Senior Notes have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”) and
are being offered pursuant to an exemption from registration under the
Securities Act provided by Section 3(a)(2) thereof. A purchaser of the
Senior Notes, in making a purchase, will be deemed to have represented
and agreed that it is an institution that is an accredited investor
within the meaning of the SEC’s Rule 501(a) under the Securities Act,
that it is purchasing the Senior Notes for its own account or the
account(s) of one or more other investors that are accredited investors
and that it, or each of the other accredited investors, owning a
beneficial interest in a Senior Note will hold an undivided beneficial
interest in a principal amount of not less than $250,000 at all times.

This press release is for informational purposes only and does not
constitute an offer to sell, or a solicitation of an offer to buy, the
Senior Notes, nor shall there be any sale of the Senior Notes in any
state or jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest
financial institutions, with $160.5 billion in assets as of December 31,
2018. Headquartered in Providence, Rhode Island, Citizens offers a broad
range of retail and commercial banking products and services to
individuals, small businesses, middle-market companies, large
corporations and institutions. Citizens helps its customers reach their
potential by listening to them and by understanding their needs in order
to offer tailored advice, ideas and solutions. In Consumer Banking,
Citizens provides an integrated experience that includes mobile and
online banking, a 24/7 customer contact center and the convenience of
approximately 2,900 ATMs and approximately 1,100 branches in 11 states
in the New England, Mid-Atlantic and Midwest regions. Consumer Banking
products and services include a full range of banking, lending, savings,
wealth management and small business offerings. In Commercial Banking,
Citizens offers corporate, institutional and not-for-profit clients a
full range of wholesale banking products and services, including lending
and deposits, capital markets, treasury services, foreign exchange and
interest rate products, and asset finance. More information is available www.citizensbank.com
or visit us on Twitter,
LinkedIn
or Facebook.

Cautionary Statement About Forward-Looking Statements
This
news release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Any statement that
does not describe historical or current facts is a forward-looking
statement. These statements often include the words “believes,”
“expects,” “anticipates,” “estimates,” “intends,” “plans,” “goals,”
“targets,” “initiatives,” “potentially,” “probably,” “projects,”
“outlook” or similar expressions or future or conditional verbs such as
“may,” “will,” “should,” “would,” and “could.” Forward-looking
statements are based upon the current beliefs and expectations of
management, and on information currently available to management. Our
statements speak as of the date hereof, and we do not assume any
obligation to update these statements or to update the reasons why
actual results could differ from those contained in such statements in
light of new information or future events. We caution you, therefore,
against relying on any of these forward-looking statements. They are
neither statements of historical fact nor guarantees or assurances of
future performance. More information about factors that could cause
actual results to differ materially from those described in the
forward-looking statements can be found under “Risk Factors” in our
Annual Report on Form 10-K filed with the United States Securities and
Exchange Commission on February 22, 2018.

CFG-IR

Contacts

Media: Peter Lucht – 781.655.2289
Investors: Ellen A.
Taylor – 203.900.6854