Citizens Financial Group in $2.6 Billion Secondary Offering and Concurrent Inaugural Public Debt Offering

August 3, 2015

Cleary Gottlieb represented the underwriters, led by Morgan Stanley, Goldman Sachs, J.P. Morgan and Citigroup, in connection with the secondary public offering by a wholly owned subsidiary of The Royal Bank of Scotland Group of 98,900,000 shares of common stock of Citizens Financial Group for gross proceeds of $2.6 billion. The offering (including exercise in full of the underwriters’ option to purchase additional shares) closed August 3, 2015.

Cleary also represented the underwriters, led by BofA Merrill Lynch, Citigroup and Credit Suisse, in connection with Citizens’ inaugural public debt offering, in which it sold $250 million aggregate principal amount of subordinated notes. The note offering closed July 31, 2015.

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

Citizens is the 13th largest retail bank holding company in the United States (according to SNL Financial). Headquartered in Providence, Rhode Island, Citizens delivers a broad range of retail and commercial banking products and services to individuals, institutions and companies.