Citizens Financial Group in The Largest-Ever U.S. Retail Bank IPO

September 29, 2014

Cleary Gottlieb represented the underwriters, led by Morgan Stanley, Goldman Sachs and J.P. Morgan, in the initial public offering of shares of common stock of Citizens Financial Group. The offering (including exercise in full of the underwriters’ option to purchase additional shares) closed on September 29, 2014.

This transaction represents the largest ever U.S. IPO of a retail bank and the largest U.S. IPO of a financial institution since 2007.

Prior to the offering, Citizens was a wholly-owned indirect subsidiary of The Royal Bank of Scotland Group. In the offering, which was secondary only, RBS sold approximately 29% of Citizens’ outstanding shares for gross proceeds of approximately $3.5 billion. RBS has committed to its regulators to dispose of its remaining Citizens common stock by December 31, 2016, with an automatic 12-month extension depending on market conditions.

CFG 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 more than five million individuals, institutions and companies.