$1 Billion Citizens Bank Note Offering

March 2, 2017

Cleary Gottlieb represented the dealers, led by Morgan Stanley, in connection with the offering of $700 million of 2.250 percent senior notes due 2020 and $300 million of floating rate senior notes due 2020, issued by Citizens Bank, N.A.

The offering, which was conducted pursuant to the issuer’s global bank note program, closed on March 2, 2017.

Citizens Bank, N.A. is a wholly owned subsidiary of Citizens Financial Group, Inc., the 12th largest retail bank holding company in the U.S. (according to SNL Financial).

Cleary has represented the underwriters in numerous other offerings of Citizens’ securities, including the initial public offering of Citizens common stock in September 2014.