Citizens Bank’s $800 Million Offering

Cleary Gottlieb represented the dealers, led by Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Citizens Capital Markets Inc. in the offering of $800 million of 4.575% fixed/floating-rate senior notes due 2028 by Citizens Bank N.A. (Citizens Bank).

The offering was made pursuant to Citizens Bank’s $10 billion global bank note program. Notes sold pursuant to the program are offered in reliance on the exemption from registration provided by Section 3(a)(2) of the Securities Act of 1933.

The offering priced on August 4, 2022, and closed on August 9, 2022.

Citizens Bank is a wholly owned subsidiary of Citizens Financial Group Inc. (Citizens), one of the nation’s oldest and largest financial institutions, with $188.4 billion in assets as of December 31, 2021.

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