Davis Polk, Cleary Seek to Take Citizens Bank Public

Davis Polk, Cleary Seek to Take Citizens Bank Public B. Cline Smith/Flickr

The Royal Bank of Scotland Group has filed papers seeking to spin off its U.S. arm Citizens Financial Group in an initial public offering that could raise up to $4.6 billion.

Davis Polk & Wardwell corporate partners Nicholas Kronfeld and Luigi De Ghenghi in New York are advising Citizens Financial on the future float, according to an S-1 filing made late Monday by the Providence-based retail bank holding company, which operates Citizens Bank and Charter One Bank.

Kronfeld was named an Am Law Daily Dealmaker of the Week in 2010 for his role representing Banco Santander on the Spanish banking giant’s $2.5 billion acquisition of a 25 percent stake in the Mexican arm of Bank of America. Kronfeld nabbed one of The American Lawyer’s Dealmaker of the Year honors in 2013 for his work counseling Santander Mexico on its $4 billion IPO, which yielded nearly $2.6 million in legal fees and expenses, according to our previous reports.

Legal fees related to the IPO by Citizens Financial are not yet available. Citizens Financial also did not disclose a timeline for the listing, although Edinburgh-based RBS said last year it hoped to complete the offering by the fall of 2014.

Davis Polk is a veteran IPO adviser, particularly when it comes to counseling large financial institutions, and the firm has previously advised RBS on a series of cash tender offers and notes offerings. At the height of the financial crisis in late 2008, Davis Polk and De Ghenghi took the lead for RBS on the emergency sale of a 60 percent stake to the British government, according to our previous reports.

Citizens Financial’s chief legal officer is Sheldon Goldfarb, while the group general counsel for RBS is Chris Campbell, a former managing partner of top Scottish firm Dundas & Wilson who joined RBS in 2005 and took over as legal chief in 2010 from the retiring Miller McLean. Aileen Taylor serves as chief corporate governance officer and corporate secretary for RBS.

U.S. Senate records show that since 2005, RBS has paid $2.49 million to DLA Piper for lobbying work on a range of financial issues, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, an important piece of legislation on which Davis Polk has kept close tabs.

In March, Citizens Financial and four other large banks—Citigroup, HSBC North America, Santander Holdings and Zions Bancorp— failed a Federal Reserve stress test into whether they had enough capital reserves to weather another financial crisis. Citizens Financial has been the subject of reports that Japanese banking giants Sumitomo Mitsui Financial Group and Mitsubishi UFJ Financial Group could be interested in acquiring the bank holding company. (As it happens, Davis Polk is advising a unit of Mitsubishi UFJ this week on the $450 million sale of a British rail leasing company.)

Citizens Financial sold 94 retail branches and small business operations in the Chicago area in January to U.S. Bancorp, which was advised by Sullivan & Cromwell on the transaction. The deal came about two years after Simpson Thacher & Bartlett advised People’s United Financial on its purchase of 56 Citizens Bank branches in the New York metropolitan area.

No pricing terms for Citizen Financial’s IPO were disclosed to the SEC, although the company’s S-1 did list a $100 million placeholder value that will likely increase as the listing date draws closer. Cleary Gottlieb Steen & Hamilton capital markets partners Leslie Silverman in New York and Derek Bush in Washington, D.C., are advising underwriters on the Citizens Financial IPO led by Goldman Sachs, JPMorgan Chase and Morgan Stanley.

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