Citizens Financial Group Inc 8-K, filed Feb 24, 2021
Citizens Financial Group Inc (CFG)
About this 8-K
Citizens Financial Group Inc filed this 8-K on February 24, 2021.
Items reported
- Item 8.01: Other events
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Item 8.01. Other Events.
On February 24, 2021, Citizens Financial Group, Inc. (the “Company”) announced the launch of a proposed public offering (the “Offering”) of a new series of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G (the “Series G Preferred Stock”). If the offering closed, the Company intended to use a portion of the net proceeds from the sale of the Series G Preferred Stock to redeem all outstanding shares of its Series A Non-Cumulative Perpetual Preferred Stock, $1,000 liquidation preference per share (the “Series A Preferred Stock”), on the dividend payment date on April 6, 2021. In light of changes in market conditions over the course of February 24, 2021, the Company determined that the Offering and potential redemption of the Series A Preferred Stock would no longer be economically desirable.
As a result of the determination that the Offering will not price, the Company does not expect to redeem the Series A Preferred stock on the dividend payment date on April 6, 2021. Any future redemption of the Series A Preferred Stock will be announced by a Form 8-K or press release.
This Current Report on Form 8-K does not constitute an offer to sell the Series G Preferred Stock.
Cautionary Note on Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s expectations with respect to the redemption of the Series A Preferred Stock. These statements are based upon the Company’s current beliefs and expectations and are subject to significant risks and uncertainties (some of which are beyond the Company’s control). Actual results may differ, possibly materially, from those expressed or implied as a result of these risks and uncertainties, including, but not limited to, the risk factors and other uncertainties set forth under “Risk Factors” beginning on page 21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Citizens Financial Group, Inc. (Registrant) | ||||||||
| Date: February 24, 2021 | By: | /s/ Stephen T. Gannon | ||||||
| Name: | Stephen T. Gannon | |||||||
| Title: | Executive Vice President, General Counsel and Chief Legal Officer | |||||||