Transaction strengthens coverage by adding digital infrastructure advisory expertise

Citizens Financial Group, Inc. (NYSE: CFG) today announced a definitive agreement to purchase substantially all of the assets of DH Capital LLC, a private investment banking firm serving companies in the Internet infrastructure, software and next generation IT services, and communications sectors. This transaction, which follows several recent moves by Citizens to add key talent and solutions, further strengthens Citizens’ growing corporate advisory capabilities.

Headquartered in New York City with an additional office in Boulder, Colorado, DH Capital has completed more than 200 merger and acquisition transactions totaling approximately $35 billion in value.

“Clients view Citizens as a trusted strategic and financial partner committed to delivering complete solutions, quality execution and excellent service throughout their business life cycle,” said Donald McCree, vice chairman and head of Commercial Banking at Citizens. “The DH Capital team brings us deep expertise in the digital infrastructure sector, a key and ongoing area of opportunity in today’s highly dynamic commercial market.”

“We share Citizens’ vision to offer robust advisory capabilities with deep sector expertise, as well as their commitment to exceptional client solutions. Co-founder Joe Duggan, the rest of the team and I look forward to joining Citizens and continuing to provide trusted advice to a growing list of clients,” said Managing Partner Adam Lewis. “Coming together with Citizens will bring significant strategic benefits for our clients as we expand the service portfolio to include additional debt and equity financing solutions as well as treasury services through a national network of culturally aligned commercial banking professionals.”

The DH Capital acquisition will bring additional digital infrastructure sector expertise to the Citizens M&A Advisory team. It follows acquisitions earlier this year of JMP Group LLC and Willamette Management Associates that also expanded Citizens’ corporate advisory team. In particular, the DH Capital acquisition complements the JMP deal and rounds out Citizens’ technology advisory capabilities.

The transaction will be funded with cash. Terms of the transaction, which is targeted to close in the first quarter of 2022 subject to regulatory approvals, were not disclosed. Under the terms of the agreement, Citizens’ wholly-owned subsidiary, Citizens Capital Markets, Inc. (“CCMI”), will purchase substantially all of the assets of DH Capital LLC and upon closing, DH Capital will operate as a division of CCMI.

Willkie Farr & Gallagher LLP served as legal advisor to Citizens in connection with the transaction. DH Capital was represented by Keefe, Bruyette & Woods, A Stifel Company, as financial advisor, and Mayer Brown LLP as legal advisor.

For more information about Citizens, visit the Citizens website. For more information about DH Capital, visit their website.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $187.0 billion in assets as of September 30, 2021. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a 24/7 customer contact center and the convenience of approximately 3,000 ATMs and approximately 1,000 branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities. More information is available at www.citizensbank.com or visit us on Twitter, LinkedIn or Facebook.

Forward-looking statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This communication contains “forward-looking statements” — that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” or “target.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include the failure to consummate this transaction or to make or take any filing or other action required to consummate any such transaction in a timely matter or at all. These or other uncertainties may cause our actual future results to be materially different from those expressed in our forward-looking statements.

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