12,000,000 Depositary Shares Each Representing a 1/40th Interest in a Share of Series D, Par Value $25.00 per Share of Preferred Stock, Liquidation Preference $1,000 per Share of Preferred Stock (Equivalent to $25 per Depositary Share) CITIZENS...Underwriting Agreement • January 29th, 2019 • Citizens Financial Group Inc/Ri • State commercial banks • New York
Citizens Financial Group, Inc. (the “Company”), proposes to issue and sell to the underwriters identified on Schedule I hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, Wells Fargo Securities, LLC and Citizens Capital Markets, Inc., are acting as representatives (the “Representatives”), 12,000,000 depositary shares, each representing a 1/40th interest in a share of 6.350% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D (the “Preferred Shares”) of the Company (such number of depositary shares, the “Securities”).
DEPOSIT AGREEMENT among CITIZENS FINANCIAL GROUP, INC., as Issuer and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of January 29,...Deposit Agreement • January 29th, 2019 • Citizens Financial Group Inc/Ri • State commercial banks • New York
DEPOSIT AGREEMENT, dated as of January 29, 2019, among (i) CITIZENS FINANCIAL GROUP, INC., a Delaware corporation; (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a national banking association (the “Trust Company”), jointly as Depositary (as hereinafter defined); and (iii) the holders from time to time of the Receipts described herein.
