$1.5 Billion Concurrent Citizens Financial Group and Citizens Bank Note Offerings

Cleary Gottlieb represented (i) the underwriters, Credit Suisse, RBS, Morgan Stanley and Citigroup, in connection with the offering of $750 million aggregate principal amount of 4.300% Subordinated Notes due 2025 of Citizens Financial Group and (ii) the dealers, led by Morgan Stanley and Credit Suisse, in connection with the offering of $750 million aggregate principal amount of 2.300% Senior Notes due 2018 of Citizens Bank, pursuant to the Bank’s global bank note program. Both offerings closed on December 3, 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 Bank is a wholly-owned subsidiary of Citizens. 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.