The Royal Bank of Scotland Group plc (NYSE: RBS) plans to spin-off its retail bank Citizens Financial Group Inc., as a public company. Terms were recently set in an amended S-1 filing with the Securities and Exchange Commission. Some 140 million shares will be sold, in a range of $23 to $25 per share. There are another 21 million shares being named as potentially for sale for the over allotment option. Citizens Financial Group plans to list its common stock on the New York Stock Exchange under the symbol “CFG” and the company does intend to pay a $0.10 quarterly dividend per share.

The joint global coordinators for the offering are Morgan Stanley and Goldman Sachs. Joint book-running managers are J.P. Morgan, Barclays, Citigroup, Deutsche Bank, RBS, Wells Fargo. Co-managers are Credit Suisse, UBS Investment Bank, Jefferies, Oppenheimer, RBC, Keefe Bruyette & Woods, Sandler O’neill + Partners, ING, Sanford C. Bernstein, Guggenheim, Lebenthal Capital Markets, Williams Capital Group.

Citizens is the 13th largest retail bank holding company in the U.S. according to SNL Financial with $130.3 billion of total assets as of June 2014. The company provides banking services to five million individuals, institutions and companies across 11 states. It operates with 18,050 employees through approximately 1,230 branches and approximately 3,215 ATMs.

At the end of June 2014, Citizens had loans totaling $88.8 billion and deposits of $91.7 billion. Stockholders’ equity was appraised at $19.6 billion, and the company generated revenues of $5.0 billion for the twelve months ending in June 2014.

The amended S-1 Filing shows that RBS’s RBSG International Holdings Ltd. owns 555,362,028 million shares (99.2%) before the opening and will own 419,998,324 shares (75.0%) after the opening. RBS CBFM North America Corp. was shown to hold over 4.6 million shares (0.8%) before the IPO and will be selling all of its shares in the IPO.

The business is operated through two segments: Consumer Banking and Commercial Banking. At the end of June, 2014, Consumer Banking contributed approximately 56% and Commercial Banking contributed 44%.

A Few notable statistics about Citizens lending activities for its Consumer Banking segment as of the end of June 2014:

• Home equity lines of credit totaled at $16.2 billion in loans outstanding which ranked sixth nationally according to SNL Financial
• Auto finance represented $11.0 billion of loans which went through 6500 automotive dealerships in 43 states ranking 12th nationally among regulated depository institutions, according to SNL Financial
• Mortgage lending ranked 27th among retail originators nationally, according to Inside Mortgage Finance

FULL RBS/CITIZENS TERMS IN FILING

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