WEBVTT

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Okay, let's unpack this. Welcome to the deep

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dive. Today we are cracking open the, well, the

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complex, winding and almost two century long

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story of a financial giant that really started

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as just a local neighborhood bank, Citizens Financial

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Group, a name you probably know simply as Citizens

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Bank. And you provided us with a truly impressive

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stack of sources tracking CFG's transformation.

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We're not just talking about, you know, a simple

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corporate history here. Not at all. We are looking

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at how global finance, regulatory crises and

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just incredibly aggressive mergers and acquisitions

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can redefine Quite a story. billions of dollars

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in M &amp;A activity and some significant regulatory

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disputes into clear, actionable knowledge. And

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as we start, just remember, CFG is currently

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headquartered in Providence, Rhode Island, but

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it's now a major NYSE traded S &amp;P 500 component.

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This is a bank whose, I think, defining future

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is its relentless ability to just redefine itself.

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And that redefinition, as you'll see, has been

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profoundly effective. I think we need to establish

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the scale we're talking about. talking about

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now because it provides the essential context

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for everything that came before. Okay, let's

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do it. As of 2023, Citizens Financial Group reported

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a colossal $8 .24 billion in revenue. Wow. And

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it held $221 billion in total assets. I mean,

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this massive financial engine requires a workforce

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of over 17 ,500 people just to keep running.

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That's incredible scale. And what about their

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physical presence? Well, it's no longer regional

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at all. It's national and it's expanding fast.

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Citizens operates 1 ,078 branches and four wealth

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centers. Okay. And if you look at the mat, those

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are spread across 14 states from New England.

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You know, Connecticut, Massachusetts, Rhode Island,

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down to the mid -Atlantic, so Delaware, Maryland,

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New Jersey, Pennsylvania, Virginia, D .C. Right.

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And then west into the Great Lakes region, Michigan,

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Ohio, New York, Vermont, New Hampshire. But crucially,

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they've recently added new growth markets like

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Florida and even Texas to that mix. So they're

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really pushing out of their traditional footprint.

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Exactly. And for you, the learner, looking at

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the U .S. financial landscape, the key metric

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is this. Citizens now ranks 18th on the list

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of largest banks in the United States as of the

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third quarter of 2024. 18th. So the story we're

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about to unpack is not one of slow, steady, organic

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growth. It is a textbook case of strategic, incredibly

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aggressive expansion and calculated corporate

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reinvention. And it was frequently operating

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under intense scrutiny and immense market pressure.

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Particularly during those years it was owned

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by the Royal Bank of Scotland. That's the part

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I find fascinating. That transition from a small

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local Rhode Island institution to the 18th largest

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bank in the country. That is the narrative arc

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of our deep dive. So let's trace it back to the

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very, very beginning. 1828. 1828. It was established

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as the High Street Bank right there in Providence.

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It spent decades just focused on local community

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needs. But the seeds of its future complexity,

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they were planted much, much later. In 1871,

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the Rhode Island legislature granted a second

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charter to establish the Citizen Savings Bank.

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Right. And that secondary entity eventually acquired

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its original parent, the High Street Bank, to

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form the Citizens Trust Company. And what's fascinating

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here is that this wasn't. all that unusual for

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the era, but it was crucial for their development.

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Think of it as the bank slowly buying up his

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own local ancestry, consolidating multiple smaller

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charters under one single banner. And that whole

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process culminated in 1954 when Citizens Financial

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Group was officially formed as a holding company.

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And that was immediately after it acquired the

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Greenville Trust Company. So the holding company

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structure, that's the key. It is essential to

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understand, yes, it allowed citizens to separate

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its banking operations from its other non -banking

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investments. And that provided a scalable legal

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and financial framework necessary to pursue future

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interstate expansion aggressively. Without that,

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they would have been stuck. Completely. They

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would have been restricted by the limitations

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of a state chartered bank. Exactly. And the final

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piece of the puzzle, the sort of internal transformation

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that really set the financial table for the seismic

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shift, that came in 1985. That's when Citizens

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changed its status from a mutual savings bank

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to a federal stock savings bank. That sounds

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like technical jargon. It does, but the change

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is profound, isn't it? It is. A mutual savings

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bank is owned and governed by its depositors.

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Its whole mission is safety and service, which

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often limits its ability to raise massive amounts

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of capital. Right. It's conservative by design.

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By design. By converting to a federal stock savings

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bank, citizens essentially went public. It could

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now be governed by shareholders who were seeking

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profit. And that transformation, that unlocked

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these vast capital reservoirs that were necessary

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to fund aggressive mergers and acquisitions.

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It was a signal that the bank was actively looking

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for major outside investment. And the very next

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year, 1986, they began expanding outside Rhode

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Island, starting with Massachusetts. And that

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outside investment arrived with a vengeance.

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In 1988, the pivotal moment in CFG's history

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occurred. The Royal Bank of Scotland group, RBS,

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acquired Citizens. A huge European financial

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power. A huge one. And they were planting a flag

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right in the lucrative U .S. retail market. So

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Citizens became a wholly owned subsidiary of

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RBS for 26 years, all the way until 2014. So

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why Citizens? Why them? That's the key question.

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RBS was looking for a stable, geographically

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strategic entry point into the massive U .S.

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Northeast market. Citizens, newly converted to

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a stock bank and perfectly positioned in New

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England, provided that clean, aggressive platform

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they needed. So they were ready to be acquired,

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in a way. They were primed for it. And the immediate

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result was a strategy of rapid acquisition, fueled

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by RBS's immense financial backing. Citizens

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just started snapping up smaller regional banks,

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allowing it to bypass decades of slow organic

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growth and become, almost overnight, the second

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largest bank in the entire New England region.

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That foreign backing was the catalyst for its

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current scale. There was a brief kind of interesting

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detour in that full RBS control, though. It suggests

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some complex financial maneuvering early on.

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In 1996, with the acquisition of First NH Bank,

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the Bank of Ireland suddenly gained a 23 .5 %

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stake in Citizens. Right. Was that required by

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the deal or was RBS maybe a little nervous about

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carrying the full weight of the expansion? It

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was likely a strategic necessity, probably related

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to the complexity of integrating First NH Bank,

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but also maybe a brief moment of co -investment.

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What's truthful, however, is that RBS almost

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immediately asserted its full dominance. The

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sources confirmed that RBS resumed 100 % ownership

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just two years later, by 1998. They bought out

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that 23 .5 % stake. And this move, it demonstrates

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RBS's firm commitment. They saw citizens as a

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non -negotiable part of their long -term global

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strategy. And once they reasserted that 100 %

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control, they immediately doubled down on consolidation.

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In 1999, CFG significantly increased its footprint

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in Massachusetts, which was a core market. They

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did this by acquiring both the United States

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Trust Company of Boston and the retail banking

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business of State Street Corporation. And these

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weren't just random acquisitions. No, they were

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very strategic. State Street, for example, is

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a massive institutional player. So shedding its

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retail arm allowed citizens to just pick up a

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ready -made customer base and a branch network

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in Boston, cementing their dominance in New England

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right before they plan their next big move. And

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that set the stage for the true national push,

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what we call the strategic leap outside of the

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New England comfort zone, which began in 2001.

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RBS decided it was time to move citizens from

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being a dominant regional player to a major mid

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-Atlantic force. And the vehicle for this was

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the Mellon deal. The Mellon deal. RBS purchased

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the retail banking division of Mellon Financial

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Corporation, an institution with a huge presence

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across Pennsylvania, New Jersey, and Delaware,

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for two... billion. Just think about the strategic

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implications of that. For $2 billion, Citizens

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instantly acquired hundreds of branches, thousands

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of customers, and deep market penetration across

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three new, highly populated states. That single

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purchase instantly made Citizens Bank the second

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largest bank in Pennsylvania. It put them into

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direct competition with giants in two huge metropolitan

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hubs, Philadelphia and Pittsburgh. That pace

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of growth buying immediate market share rather

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than building it, that's the hallmark of the

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RBS era. It is. And their aggressive marketing

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statement followed immediately. That regional

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importance became cemented not by banking services,

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but by a major branding exercise. In July 2003,

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just two years after entering the state, the

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bank purchased the coveted naming rights for

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the new home of the Philadelphia Phillies. That's

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right. Citizens Bank Park, which opened in April

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2004, that move was a clear, tangible declaration

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of financial power. It said, we are not just

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a New England interloper. We are a permanent

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fixture in the Philadelphia landscape. This level

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of investment and visibility, so quickly after

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entering a new state, it perfectly encapsulated

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the ambition that RBS had for this U .S. subsidiary.

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Okay, so if the Mellon deal was a giant leap,

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the next acquisition, the Charter One deal, that

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was the moment CFG achieved escape philosophy.

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Absolutely. The Charter One acquisition in 2004

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defined citizen shift from a massive regional

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bank to a genuine national player. In August

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2004, Citizens Financial acquired the Cleveland

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-based Charter One Financial for a staggering

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$10 .5 billion. $10 .5 billion. To emphasize

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the scale, this single transaction. was over

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five times the value of the Mellon deal just

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a few years earlier. Wow. And the geographic

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significance cannot be overstated. I mean, this

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was truly transformative. It added branches that

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stretched deep into the American Midwest, expanding

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their presence into Illinois, Ohio, Indiana,

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Michigan. Plus, it solidified their smaller existing

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footprint in upstate New York and Vermont. So

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after that deal, what did that make them? Post

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-acquisition. Citizens Financial instantly became

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the 12th largest bank in the United States. It

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was commanding over $131 billion in assets and

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operating 1 ,530 branches across 13 states. This

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was the definitive moment CFG transcended its

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New England identity. But with that massive expansion

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came, well, immediate, complex, and frankly,

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somewhat comical logistical problems, particularly

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with the branding. You've just spent $10 .5 billion

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and you realize you can't even use your own name

00:11:10.029 --> 00:11:12.090
in the new territory. It's the ultimate marketing

00:11:12.090 --> 00:11:14.820
nightmare. This is where global ambition just

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collided head on with localized banking tradition.

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The primary problem was that another entity,

00:11:21.200 --> 00:11:24.240
Citizens Republic Bancorp, based in Flint, Michigan,

00:11:24.580 --> 00:11:27.700
it had been operating since 1871. A very old

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bank. And it already operated under the Citizens

00:11:30.159 --> 00:11:33.179
Bank name across most of the acquired Midwestern

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territory. I mean, imagine the due diligence

00:11:36.000 --> 00:11:38.460
failure here. It's astonishing. A bank that had

00:11:38.460 --> 00:11:41.779
too many names. Because of this conflict, CFG

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was forced to kept the Charter One name across

00:11:43.879 --> 00:11:47.659
its major new Midwestern footprint. Ohio, Michigan,

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Illinois, and Indiana. They were essentially

00:11:50.440 --> 00:11:52.799
operating a massive portion of their bank under

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a name they had just spent $10 .5 billion to

00:11:55.259 --> 00:11:57.730
eliminate. That is just corporate irony at its

00:11:57.730 --> 00:12:00.090
finest. It really is. There was a slight exception,

00:12:00.210 --> 00:12:02.190
however, which just adds to the confusion. The

00:12:02.190 --> 00:12:04.730
New York and Vermont Charter One branches were

00:12:04.730 --> 00:12:07.590
immediately rebranded as Citizens Bank. So you

00:12:07.590 --> 00:12:09.450
had this single organization with an internal

00:12:09.450 --> 00:12:11.750
branding barrier where crossing the Ohio State

00:12:11.750 --> 00:12:14.399
line meant changing the name on the door. And

00:12:14.399 --> 00:12:16.279
the naming conflict wasn't just in the Midwest.

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They ran into another dispute even closer to

00:12:19.279 --> 00:12:22.100
home in Butler County, Pennsylvania. In early

00:12:22.100 --> 00:12:25.960
2005, just after the deal, a separate issue arose

00:12:25.960 --> 00:12:30.000
with a smaller but locally prominent Butler -based

00:12:30.000 --> 00:12:32.899
institution called Citizens National Bank. So

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another citizen. Another one. And this small

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bank forced CFG's hand. It led CFG to temporarily

00:12:38.919 --> 00:12:41.840
rebrand seven of its branches in Butler County

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to Charter 1, the very name they were trying

00:12:44.440 --> 00:12:46.659
to get rid of in the rest of Pennsylvania, just

00:12:46.659 --> 00:12:49.159
to avoid confusion and a potential lawsuit. It

00:12:49.159 --> 00:12:51.299
just highlights the immense difficulty of acquiring

00:12:51.299 --> 00:12:53.799
these old established banking charters. They

00:12:53.799 --> 00:12:55.539
often have deep historical name protections.

00:12:55.960 --> 00:12:58.279
That localized dispute was resolved, thankfully,

00:12:58.340 --> 00:13:01.279
through a compromise. By mid -2005, Citizens

00:13:01.279 --> 00:13:06.019
National Bank Okay, so they blinked. They did.

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And this concession then allowed the CFG branches

00:13:09.039 --> 00:13:11.559
in Butler County to revert back to the desired

00:13:11.559 --> 00:13:14.289
Citizens Bank banner. It's a great example of

00:13:14.289 --> 00:13:16.929
how large institutions sometimes have to pay

00:13:16.929 --> 00:13:20.169
a toll, either financially or through corporate

00:13:20.169 --> 00:13:22.750
identity adjustments, to resolve these hyper

00:13:22.750 --> 00:13:25.230
-local conflicts. But the big Midwest problem,

00:13:25.450 --> 00:13:28.049
Citizens Republic Bancorp, that persisted for

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years. It rendered a huge part of the $10 .5

00:13:31.129 --> 00:13:33.970
billion deal functionally incomplete from a branding

00:13:33.970 --> 00:13:36.450
standpoint. The final resolution didn't come

00:13:36.450 --> 00:13:39.830
until much, much later, between 2013 and 2015.

00:13:40.070 --> 00:13:42.309
And it wasn't even something CFG did directly.

00:13:42.440 --> 00:13:44.940
No. What finally cleared the way was another

00:13:44.940 --> 00:13:47.980
banking transaction entirely. In 2013, First

00:13:47.980 --> 00:13:50.340
Merit Bank acquired the competing Citizens Republic

00:13:50.340 --> 00:13:52.700
Bancorp and then subsequently rebranded all those

00:13:52.700 --> 00:13:54.720
branches. So First Merit solved their problem

00:13:54.720 --> 00:13:57.000
for them. They effectively wiped the name Citizens

00:13:57.000 --> 00:13:59.379
Bank off the map in that territory for the first

00:13:59.379 --> 00:14:03.059
time since 1871. Only then, with the name finally

00:14:03.059 --> 00:14:05.419
available and the competitive conflict resolved,

00:14:05.759 --> 00:14:08.519
could CFG announce the rebranding of their Michigan

00:14:08.519 --> 00:14:11.580
and Ohio Charter 1 branches. And that name changed.

00:14:11.659 --> 00:14:15.179
officially took place on April 27, 2015. So more

00:14:15.179 --> 00:14:17.320
than a decade after the acquisition. More than

00:14:17.320 --> 00:14:19.779
a decade. It finally ended the CharterOne identity

00:14:19.779 --> 00:14:22.139
in Cleveland, the city where that bank had originated.

00:14:22.419 --> 00:14:24.759
It's a classic case of an M &amp;A ripple lasting

00:14:24.759 --> 00:14:27.419
10 years. And the story of CharterOne doesn't

00:14:27.419 --> 00:14:29.940
just end with the rebranding. Despite the massive

00:14:29.940 --> 00:14:32.279
cost, citizens later decided that certain parts

00:14:32.279 --> 00:14:34.360
of the network were, I guess, too inefficient

00:14:34.360 --> 00:14:36.899
or too difficult to integrate. Or just too far

00:14:36.899 --> 00:14:39.379
from their core focus markets. This led to two

00:14:39.379 --> 00:14:41.360
major strategic sales. which shows that even

00:14:41.360 --> 00:14:43.860
giant acquisitions require some refinement later

00:14:43.860 --> 00:14:46.399
on. Okay, so what were they? First, in November

00:14:46.399 --> 00:14:50.039
2008, they sold their entire network of 65 branches

00:14:50.039 --> 00:14:53.940
in Indiana to Old National Bank. This is a clear

00:14:53.940 --> 00:14:55.860
signal that they were exiting the competitive

00:14:55.860 --> 00:14:58.419
Indiana market to focus resources closer to the

00:14:58.419 --> 00:15:01.179
mid -Atlantic. That transaction closed in June

00:15:01.179 --> 00:15:04.539
2010. Okay, so Indiana was first. Second, in

00:15:04.539 --> 00:15:08.299
2014, they sold 94 branches located in metropolitan

00:15:08.299 --> 00:15:12.059
Chicago to U .S. Bancorp. Chicago is a hyper

00:15:12.059 --> 00:15:14.720
-competitive banking market, and this divestiture

00:15:14.720 --> 00:15:17.100
allowed Citizens to streamline its Midwestern

00:15:17.100 --> 00:15:19.759
operations, perhaps conceding that the cost of

00:15:19.759 --> 00:15:21.980
running a massive operation in Illinois just

00:15:21.980 --> 00:15:24.779
wasn't yielding the desired return. These sales

00:15:24.779 --> 00:15:27.539
really reinforce the idea that Citizens is constantly

00:15:27.539 --> 00:15:29.840
adjusting its network to maximize efficiency,

00:15:30.259 --> 00:15:33.100
even if it means unwinding parts of a multi -billion

00:15:33.100 --> 00:15:36.039
dollar deal. So let's move into the late 2000s.

00:15:36.059 --> 00:15:38.379
The biggest issue that affected not just citizens,

00:15:38.460 --> 00:15:41.279
but the entire global financial system was, of

00:15:41.279 --> 00:15:44.519
course, the financial crisis of 2008. But for

00:15:44.519 --> 00:15:47.320
CFG, this crisis was compounded exponentially

00:15:47.320 --> 00:15:50.179
by its foreign ownership. It created this double

00:15:50.179 --> 00:15:52.919
layer of scrutiny, political pressure and, well,

00:15:53.000 --> 00:15:55.019
financial catastrophe. To put it mildly. Right

00:15:55.019 --> 00:15:57.460
as the crisis was hitting in May 2008, our sources

00:15:57.460 --> 00:15:59.539
indicate that Citizens Financial Group failed

00:15:59.539 --> 00:16:01.559
to publicly announce that it was under investigation

00:16:01.559 --> 00:16:04.250
by the SEC, the security. and Exchange Commission

00:16:04.250 --> 00:16:06.629
for its direct involvement in the subprime mortgage

00:16:06.629 --> 00:16:09.610
crisis. And that omission is critical. It's huge.

00:16:09.850 --> 00:16:12.789
The SEC was focusing on banks' expected of involvement

00:16:12.789 --> 00:16:14.769
in the purchase and sale of subprime securities,

00:16:15.149 --> 00:16:18.049
which indicates CFG was implicated in the very

00:16:18.049 --> 00:16:20.710
activities that drove the global crash. But the

00:16:20.710 --> 00:16:22.470
real damage came through the parent company.

00:16:22.629 --> 00:16:25.730
The fallout for Royal Bank of Scotland for RBS

00:16:25.730 --> 00:16:29.830
was absolutely catastrophic. RBS posted the biggest

00:16:29.830 --> 00:16:32.049
financial loss in British corporate history.

00:16:32.190 --> 00:16:35.149
The biggest. Ever. And that resulted in RBS's

00:16:35.149 --> 00:16:37.470
effective nationalization by the U .K. government.

00:16:37.690 --> 00:16:40.389
The U .K. Treasury injected billions in taxpayer

00:16:40.389 --> 00:16:43.029
funds just to save it. So suddenly Citizens Financial

00:16:43.029 --> 00:16:46.450
Group, a major U .S. bank, was indirectly taxpayer

00:16:46.450 --> 00:16:50.409
owned, but by U .K. taxpayers. Exactly. And this

00:16:50.409 --> 00:16:53.470
dramatically altered CFG's risk profile and its

00:16:53.470 --> 00:16:56.549
political visibility. Domestically, CFG felt

00:16:56.549 --> 00:16:59.080
the pain directly. In 2008, the company itself

00:16:59.080 --> 00:17:02.759
lost $929 million and had to anticipate writing

00:17:02.759 --> 00:17:06.339
off $2 billion in bad loans. And following RBS's

00:17:06.339 --> 00:17:08.779
massive bailout, the parent company immediately

00:17:08.779 --> 00:17:11.200
announced deep cost -cutting measures at Citizens,

00:17:11.500 --> 00:17:13.900
reinforcing the fact that CFG's strategy and

00:17:13.900 --> 00:17:16.079
stability were now being dictated by the UK Treasury.

00:17:16.599 --> 00:17:19.819
And the financial distress of RBS led to external

00:17:19.819 --> 00:17:22.940
legal challenges right here in the U .S. Specifically,

00:17:23.279 --> 00:17:27.079
allegations that RBS was using its U .S. subsidiary

00:17:27.079 --> 00:17:30.839
Citizens to prop up its failing European operations.

00:17:31.140 --> 00:17:33.819
Right. It's a very serious accusation. In 2010,

00:17:34.099 --> 00:17:37.160
a Philadelphia developer filed a staggering $8

00:17:37.160 --> 00:17:41.460
billion lawsuit against Citizens Bank. The specific

00:17:41.460 --> 00:17:43.759
allegation was that the bank used what the developer

00:17:43.759 --> 00:17:46.859
called sham accusations of default to recall

00:17:46.859 --> 00:17:49.819
loans from customers. So basically saying they

00:17:49.819 --> 00:17:52.079
were manufacturing defaults to get cash back.

00:17:52.339 --> 00:17:55.079
Exactly. The lawsuit painted a picture of a desperate

00:17:55.079 --> 00:17:57.660
bank under foreign political pressure, potentially

00:17:57.660 --> 00:18:00.119
engaging in predatory practices simply to shore

00:18:00.119 --> 00:18:03.039
up capital. The sources confirm this huge case

00:18:03.039 --> 00:18:05.339
was ultimately settled out of court. And the

00:18:05.339 --> 00:18:07.339
combination of the nationalization and all this

00:18:07.339 --> 00:18:10.680
legal turmoil, it fueled enormous public and

00:18:10.680 --> 00:18:12.640
political pressure back in the United Kingdom.

00:18:12.779 --> 00:18:16.140
The narrative was simple. UK taxpayers were footing

00:18:16.140 --> 00:18:19.180
the bill to save RBS and public opinion demanded

00:18:19.180 --> 00:18:22.259
the RBS sell off profitable foreign assets like

00:18:22.259 --> 00:18:25.519
Citizens Bank to repay the Treasury. Citizens,

00:18:25.740 --> 00:18:28.400
ironically, had grown so large under RBS control

00:18:28.400 --> 00:18:30.920
that it became a political lightning rod in a

00:18:30.920 --> 00:18:33.019
foreign country. And that created a genuine feeding

00:18:33.019 --> 00:18:35.420
frenzy among North American banks. Oh, absolutely.

00:18:35.920 --> 00:18:40.170
Citizens was now seen as a forced seller. a massive

00:18:40.170 --> 00:18:43.049
established U .S. retail network that was about

00:18:43.049 --> 00:18:46.089
to hit the auction block. Substantial interest

00:18:46.089 --> 00:18:48.210
was rumored from major Canadian players like

00:18:48.210 --> 00:18:50.869
Toronto Dominion Bank, TD. Whose network would

00:18:50.869 --> 00:18:52.769
have fit perfectly. Perfectly. And the Bank of

00:18:52.769 --> 00:18:55.650
Montreal? Major U .S. institutions like JPMorgan

00:18:55.650 --> 00:18:58.390
Chase, Wells Fargo, and regional powerhouses

00:18:58.390 --> 00:19:00.730
like PNC Financial Services were all mentioned

00:19:00.730 --> 00:19:04.049
as keenly interested potential buyers. Citizens

00:19:04.049 --> 00:19:06.690
was a prize. Valued not just for its assets,

00:19:06.750 --> 00:19:09.329
but for its extensive deposit base and operational

00:19:09.329 --> 00:19:11.789
infrastructure across the entire Northeast. So

00:19:11.789 --> 00:19:14.170
the decision finally came down not to an outright

00:19:14.170 --> 00:19:16.309
sale to a competitor, which would have consolidated

00:19:16.309 --> 00:19:19.089
the market even more, but to an initial public

00:19:19.089 --> 00:19:22.410
offering, the path to independence. Survival

00:19:22.410 --> 00:19:25.700
as its own entity, yes. In February 2013, RBS

00:19:25.700 --> 00:19:28.460
confirmed its plan for at least a partial spinoff

00:19:28.460 --> 00:19:31.920
of Citizens via an IPO. However, the UK political

00:19:31.920 --> 00:19:34.900
pressure to fully divest just accelerated the

00:19:34.900 --> 00:19:38.539
timeline dramatically. By November 2013, RBS

00:19:38.539 --> 00:19:40.380
announced that it would sell all of Citizens

00:19:40.380 --> 00:19:43.539
Financial Group. No half measures. None. This

00:19:43.539 --> 00:19:45.900
marked the official irreversible beginning of

00:19:45.900 --> 00:19:49.059
the end of the RBS era, all necessitated by U

00:19:49.059 --> 00:19:51.519
.K. domestic politics and taxpayer demands. And

00:19:51.519 --> 00:19:53.500
the transition back to public life moved quickly.

00:19:53.599 --> 00:19:55.660
The bank began trading on the New York Stock

00:19:55.660 --> 00:19:58.819
Exchange under the ticker symbol CFG on September

00:19:58.819 --> 00:20:02.599
24, 2014. And the IPO was a massive success.

00:20:02.839 --> 00:20:06.069
It raised $3 billion. A critical moment. It was.

00:20:06.410 --> 00:20:09.130
This is where CFG re -entered the public eye

00:20:09.130 --> 00:20:11.630
as an independent entity, no longer tethered

00:20:11.630 --> 00:20:13.970
to a nationalized European giant. And RBS sold

00:20:13.970 --> 00:20:16.130
off its stake pretty quickly after that. Systematically

00:20:16.130 --> 00:20:17.950
over the next year. Their shareholding dropped

00:20:17.950 --> 00:20:22.190
to 45 .6 % by April 2015, and they fully completed

00:20:22.190 --> 00:20:24.210
the separation by selling the final stake in

00:20:24.210 --> 00:20:26.630
October 2015. And yet they still use the logo.

00:20:26.930 --> 00:20:28.849
That's what I find fascinating. The branding

00:20:28.849 --> 00:20:32.500
legacy. Despite this total separation in independence,

00:20:32.920 --> 00:20:36.259
Citizens still uses the former RBS daisy wheel

00:20:36.259 --> 00:20:39.539
logo. It's a silent, subtle nod to the massive

00:20:39.539 --> 00:20:42.059
expansion era, the foreign capital, that allowed

00:20:42.059 --> 00:20:44.660
it to reach its current scale. And this return

00:20:44.660 --> 00:20:47.339
to independence was immediately recognized as

00:20:47.339 --> 00:20:50.880
a major milestone. In June 2016, Citizens Financial

00:20:50.880 --> 00:20:53.720
Group officially joined the Fortune 500 for the

00:20:53.720 --> 00:20:56.329
first time. Now that they were independent and

00:20:56.329 --> 00:20:58.670
a Fortune 500 company, they became subject to

00:20:58.670 --> 00:21:00.589
the full force of U .S. regulatory oversight.

00:21:00.809 --> 00:21:03.809
And that led to some some tough revelations about

00:21:03.809 --> 00:21:05.509
internal practices that had been running during

00:21:05.509 --> 00:21:07.210
those years of foreign ownership and crisis.

00:21:07.670 --> 00:21:09.690
This is perhaps one of the most troubling stories

00:21:09.690 --> 00:21:11.230
we pulled from the source material because it

00:21:11.230 --> 00:21:13.089
really strikes at the fundamental integrity of

00:21:13.089 --> 00:21:16.259
banking. In August 2015, just months after the

00:21:16.259 --> 00:21:18.460
full divestiture, the Consumer Financial Protection

00:21:18.460 --> 00:21:21.680
Bureau, the CFPB, along with the FDIC and the

00:21:21.680 --> 00:21:23.799
controller of the currency, they levied nearly

00:21:23.799 --> 00:21:26.900
$35 million in penalties against Citizens Bank.

00:21:27.119 --> 00:21:30.380
And the finding was chilling. The regulators

00:21:30.380 --> 00:21:32.819
determined that citizens had engaged in systemic

00:21:32.819 --> 00:21:36.980
deceptive practices between 2008 and 2013. And

00:21:36.980 --> 00:21:39.299
the specific mechanism of this deception, it

00:21:39.299 --> 00:21:41.839
was just shocking in its simplicity. It was.

00:21:42.509 --> 00:21:44.769
the bank failed to credit customers' accounts

00:21:44.769 --> 00:21:47.329
with the full amount of their deposits. Can you

00:21:47.329 --> 00:21:49.390
explain how that worked exactly? Let me be very

00:21:49.390 --> 00:21:52.289
specific. If a customer was depositing cash,

00:21:52.589 --> 00:21:55.230
and the actual amount of cash didn't precisely

00:21:55.230 --> 00:21:57.730
match the number written on the deposit slip,

00:21:57.869 --> 00:22:01.109
say, the slip said $300, but the teller counted

00:22:01.109 --> 00:22:04.970
$305, the bank failed to correct the discrepancy.

00:22:05.029 --> 00:22:07.470
We just kept it. Instead of crediting the customer

00:22:07.470 --> 00:22:09.470
the full amount, they pocketed the difference.

00:22:10.290 --> 00:22:12.490
Regulators calculated that this simple systemic

00:22:12.490 --> 00:22:15.130
failure to correct errors in the customer's favor

00:22:15.130 --> 00:22:18.210
shorted consumers millions of dollars over that

00:22:18.210 --> 00:22:20.589
five -year period. It's a profound failure of

00:22:20.589 --> 00:22:22.970
basic institutional trust, and it happened during

00:22:22.970 --> 00:22:25.430
the crisis years. The repercussions were significant

00:22:25.430 --> 00:22:28.269
and, I imagine, very publicly damaging. Of course.

00:22:28.509 --> 00:22:31.470
CFG was required to reimburse customers for all

00:22:31.470 --> 00:22:34.170
lost funds, which had to be a complex and time

00:22:34.170 --> 00:22:36.809
-consuming process, and was required to pay roughly

00:22:36.809 --> 00:22:40.009
$20 million in fines to the three separate agencies.

00:22:40.430 --> 00:22:42.150
And the New York Times had a strong take on it.

00:22:42.349 --> 00:22:44.690
They did. The New York Times editorial board,

00:22:44.829 --> 00:22:47.390
in its critical response, called the misconduct

00:22:47.390 --> 00:22:51.029
appalling precisely because it is so basic. Their

00:22:51.029 --> 00:22:54.170
argument was powerful. If a fundamental banking

00:22:54.170 --> 00:22:56.509
function like crediting a cash deposit could

00:22:56.509 --> 00:22:59.609
be systematically abused for profit, it demonstrated

00:22:59.609 --> 00:23:02.269
the absolute necessity of post -crisis regulators

00:23:02.269 --> 00:23:05.750
like the CFPB. For the newly independent CFG,

00:23:05.849 --> 00:23:08.089
this was a massive reputational burden to carry

00:23:08.089 --> 00:23:10.529
right out of the gate. Then around the same period,

00:23:10.690 --> 00:23:12.789
Citizens Bank found itself inadvertently pulled

00:23:12.789 --> 00:23:14.930
into one of the biggest, most high -profile political

00:23:14.930 --> 00:23:17.410
investigations of the decade. The probe into

00:23:17.410 --> 00:23:20.190
alleged Russian interference in the 2016 elections.

00:23:20.710 --> 00:23:24.630
Yes, exactly. In May 2017, reports surfaced that

00:23:24.630 --> 00:23:27.509
the U .S. Department of Justice, the DOJ, had

00:23:27.509 --> 00:23:29.730
requested extensive transaction records for Paul

00:23:29.730 --> 00:23:32.710
Manafort, the former Trump 2016 campaign manager,

00:23:32.869 --> 00:23:35.289
from numerous banks. And Citizens was on that

00:23:35.289 --> 00:23:37.869
list. This request was directly tied to the investigation

00:23:37.869 --> 00:23:40.170
being conducted by special counsel Robert Mueller.

00:23:40.329 --> 00:23:42.829
And the specific loan detail that brought citizens

00:23:42.829 --> 00:23:45.150
into the headlines was that Manafort had reportedly

00:23:45.150 --> 00:23:49.789
secured a $2 .7 million loan from citizens in

00:23:49.789 --> 00:23:53.730
2016. Now, lending money to a campaign manager

00:23:53.730 --> 00:23:57.049
is not inherently illegal. No. But the context

00:23:57.049 --> 00:23:59.410
of the investigation made this highly, highly

00:23:59.410 --> 00:24:01.509
sensitive. And the subsequent market reaction

00:24:01.509 --> 00:24:04.400
reveals the depth of that sensitivity. In February

00:24:04.400 --> 00:24:07.160
2018, when special counsel Robert Mueller's indictment

00:24:07.160 --> 00:24:09.279
of Manafort was released, Citizen's stock price

00:24:09.279 --> 00:24:11.920
dropped a significant 4 .1%. That's a big drop.

00:24:12.039 --> 00:24:14.960
It is. And it suggests that the market perceived

00:24:14.960 --> 00:24:17.200
that Citizens was the institution referenced

00:24:17.200 --> 00:24:20.180
as lender B in the indictment, which detailed

00:24:20.180 --> 00:24:24.160
a $3 .4 million loan to Manafort. The concern

00:24:24.160 --> 00:24:26.640
for investors wasn't the size of the loan. It

00:24:26.640 --> 00:24:29.319
was the potential exposure to legal and reputational

00:24:29.319 --> 00:24:31.599
risks associated with the high -profile nature

00:24:31.599 --> 00:24:34.960
and the questionable collateral of the transaction

00:24:34.960 --> 00:24:38.390
cited in the indictment. Being a footnote in

00:24:38.390 --> 00:24:40.529
a massive federal political investigation is

00:24:40.529 --> 00:24:43.230
never a good look for investor confidence. So

00:24:43.230 --> 00:24:46.029
if the earlier decades were about survival, consolidation

00:24:46.029 --> 00:24:48.730
under foreign pressure and regulatory reckoning,

00:24:48.869 --> 00:24:51.730
the period from 2018 onward has been defined

00:24:51.730 --> 00:24:55.009
by, well, proactive, aggressive expansion designed

00:24:55.009 --> 00:24:57.769
to truly define citizens' modern national footprint.

00:24:58.069 --> 00:25:00.190
They're using their independence to shape their

00:25:00.190 --> 00:25:02.740
own destiny now. And we can trace this through

00:25:02.740 --> 00:25:05.420
three key modern acquisitions, each serving a

00:25:05.420 --> 00:25:09.160
distinct strategic purpose. First, in 2018, Citizens

00:25:09.160 --> 00:25:10.960
completed the acquisition of Franklin American

00:25:10.960 --> 00:25:14.759
Mortgage in a deal valued at $511 million. And

00:25:14.759 --> 00:25:16.680
this wasn't just about mortgages. Not at all.

00:25:16.779 --> 00:25:19.619
It was strategically crucial because it expanded

00:25:19.619 --> 00:25:22.200
Citizens' geographical presence into the newer,

00:25:22.319 --> 00:25:24.319
faster -growing Sunbelt markets of Tennessee

00:25:24.319 --> 00:25:27.220
and Texas. It was a clear move to diversify away

00:25:27.220 --> 00:25:30.029
from the slow -growth Northeast. Then came two

00:25:30.029 --> 00:25:32.970
massive East Coast deals that were clearly designed

00:25:32.970 --> 00:25:35.710
to solidify coastal dominance and market share

00:25:35.710 --> 00:25:40.230
in high -value, lucrative markets. In 2021, Citizens

00:25:40.230 --> 00:25:43.029
entered into an agreement to purchase HSBC Bank

00:25:43.029 --> 00:25:45.990
USA's entire retail operations on the East Coast.

00:25:46.250 --> 00:25:48.589
This was an incredible opportunity, acquiring

00:25:48.589 --> 00:25:52.529
about $9 billion in deposits and $2 .2 billion

00:25:52.529 --> 00:25:55.470
in loans from a major international player that

00:25:55.470 --> 00:25:57.980
was looking to retreat. A huge pickup. The acquisition

00:25:57.980 --> 00:26:01.279
completed in April 2022, and citizens took over

00:26:01.279 --> 00:26:04.440
80 HSBC branches spread across major East Coast

00:26:04.440 --> 00:26:06.900
markets. New York City, New Jersey, Pennsylvania,

00:26:07.200 --> 00:26:09.799
D .C., Maryland, Virginia, and notably Florida.

00:26:10.119 --> 00:26:13.240
This move instantly propelled citizens into direct

00:26:13.240 --> 00:26:15.339
competition with the largest national players

00:26:15.339 --> 00:26:17.460
in the Mid -Atlantic and Southeast Coastal region

00:26:17.460 --> 00:26:20.359
using HSBC's established high -quality network.

00:26:20.700 --> 00:26:23.599
And they did this simultaneously with another

00:26:23.599 --> 00:26:27.539
major deal. In July 2021, Citizens announced

00:26:27.539 --> 00:26:30.400
plans for its next big acquisition, New Jersey

00:26:30.400 --> 00:26:33.720
-based investors Bancorp, for $3 .5 billion.

00:26:34.200 --> 00:26:37.720
And this was about density. Pure regional density.

00:26:37.880 --> 00:26:40.380
It was a significant push into the lucrative,

00:26:40.539 --> 00:26:42.960
deposit -rich New Jersey and New York metropolitan

00:26:42.960 --> 00:26:46.519
areas, taking over more than 150 branches that

00:26:46.519 --> 00:26:48.819
were highly concentrated in high -value demographics.

00:26:49.299 --> 00:26:51.720
And that rebranding happened pretty fast? Very.

00:26:51.799 --> 00:26:55.549
By February 2023, All investors' locations had

00:26:55.549 --> 00:26:58.549
been rebranded as Citizens Bank, further standardizing

00:26:58.549 --> 00:27:00.690
their network and eliminating another legacy

00:27:00.690 --> 00:27:03.410
name. When you combine the HSBC acquisition,

00:27:03.750 --> 00:27:05.690
which gave them the branches, and the investors'

00:27:05.869 --> 00:27:08.049
Bancorp acquisition, which gave them the market

00:27:08.049 --> 00:27:10.849
density, you see a clear, calculated strategy

00:27:10.849 --> 00:27:13.990
to become a dominant force along the entire Atlantic

00:27:13.990 --> 00:27:16.470
seaboard. Beyond these massive mergers, Citizens

00:27:16.470 --> 00:27:19.170
has also adopted a pretty unique and highly flexible

00:27:19.170 --> 00:27:22.049
branch strategy. It focuses heavily on customer

00:27:22.049 --> 00:27:24.150
convenience, which often sets them apart from

00:27:24.150 --> 00:27:26.250
their more traditional competitors who are frequently

00:27:26.250 --> 00:27:29.349
focused on closing branches entirely. The core

00:27:29.349 --> 00:27:31.670
of this strategy involves operating in -store

00:27:31.670 --> 00:27:34.849
footprints inside major supermarket chains. The

00:27:34.849 --> 00:27:36.609
greatest number of these are in the Pittsburgh

00:27:36.609 --> 00:27:39.670
-based Giant Eagle stores, a legacy acquired

00:27:39.670 --> 00:27:41.910
through that initial Mellon deal back in 2001.

00:27:42.289 --> 00:27:45.250
They also operate branches inside many Stop and

00:27:45.250 --> 00:27:47.410
Shop and Shaw stores throughout New England.

00:27:47.650 --> 00:27:50.490
And this supermarket strategy offers a distinct

00:27:50.490 --> 00:27:54.150
competitive advantage. you could call the Sunday

00:27:54.150 --> 00:27:56.609
advantage. The Sunday advantage. I like that.

00:27:56.769 --> 00:27:59.769
Historically, most major USA banks were closed

00:27:59.769 --> 00:28:02.730
on Sundays and often on Saturdays for full service

00:28:02.730 --> 00:28:05.970
transactions. Citizens leveraged these in -store

00:28:05.970 --> 00:28:08.250
locations to offer full service banking from

00:28:08.250 --> 00:28:11.569
10 a .m. to 3 p .m. on Sundays. This convenience

00:28:11.569 --> 00:28:14.150
factor, it dramatically lowered the barrier to

00:28:14.150 --> 00:28:16.730
entry for customers and integrated banking into

00:28:16.730 --> 00:28:18.630
the customer's existing weekly shopping routine.

00:28:19.019 --> 00:28:21.200
Plus, you get high foot traffic and lower real

00:28:21.200 --> 00:28:23.799
estate costs than a standalone branch. But even

00:28:23.799 --> 00:28:26.000
this seemingly successful strategy is dynamic.

00:28:26.180 --> 00:28:28.519
It's subject to market negotiation, right? Yeah,

00:28:28.579 --> 00:28:31.480
it is. For instance, in September 2010, Giant

00:28:31.480 --> 00:28:33.619
Eagle announced a new agreement with Huntington

00:28:33.619 --> 00:28:36.059
Bank, stating that Huntington would begin opening

00:28:36.059 --> 00:28:38.420
branches in several stores in Ohio and West Virginia,

00:28:38.640 --> 00:28:41.480
replacing existing bank branches, including Citizens,

00:28:41.779 --> 00:28:44.839
as those agreements expired. It shows that maintaining

00:28:44.839 --> 00:28:47.759
these unique high traffic relationships is a

00:28:47.759 --> 00:28:50.470
constant. negotiation in the retail world. And

00:28:50.470 --> 00:28:52.710
finally, we have to mention one of the more novel

00:28:52.710 --> 00:28:55.130
experiments that really illustrates their dedication

00:28:55.130 --> 00:28:58.049
to extreme accessibility. The Dunkin' Donuts

00:28:58.049 --> 00:29:00.470
branch. The Dunkin' Donuts branch. In October

00:29:00.470 --> 00:29:03.950
2009, Citizens Bank opened a full service branch

00:29:03.950 --> 00:29:06.589
inside a Dunkin' Donuts in Bellingham, Massachusetts.

00:29:07.319 --> 00:29:09.819
This wasn't just an ATM. No, it was a real branch.

00:29:10.059 --> 00:29:13.220
It was a functioning teller window, a full -service

00:29:13.220 --> 00:29:16.380
ATM, and they often ran promotions directly linking

00:29:16.380 --> 00:29:19.200
bank services to the purchase of coffee and donuts.

00:29:19.740 --> 00:29:22.759
It is an approach that truly prioritizes integrating

00:29:22.759 --> 00:29:25.460
banking into the most mundane and constant of

00:29:25.460 --> 00:29:28.420
the customer's daily retail routines. It pushes

00:29:28.420 --> 00:29:30.339
the boundaries of what a physical bank branch

00:29:30.339 --> 00:29:33.759
even needs to be. So if we pull back and synthesize

00:29:33.759 --> 00:29:36.039
what we've covered, two centuries of history,

00:29:36.220 --> 00:29:39.240
relentless name changes, 26 years of foreign

00:29:39.240 --> 00:29:42.420
ownership, major regulatory conflicts, and continuous

00:29:42.420 --> 00:29:46.000
strategic acquisitions, it all culminates in

00:29:46.000 --> 00:29:49.299
the 18th largest bank in the U .S. It's an incredible

00:29:49.299 --> 00:29:52.119
journey. When we reflect on that journey, the

00:29:52.119 --> 00:29:54.099
importance of the Royal Bank of Scotland era

00:29:54.099 --> 00:29:57.779
cannot be overstated. Citizens' modern identity

00:29:57.779 --> 00:30:00.619
was absolutely forged during those 26 years of

00:30:00.619 --> 00:30:03.759
foreign ownership. RBS's financial backing allowed

00:30:03.759 --> 00:30:06.460
for the rapid acquisition -fueled growth, the

00:30:06.460 --> 00:30:08.700
Mellon deal, the massive Charter One deal, and

00:30:08.700 --> 00:30:10.500
dozens of others that expanded the footprint

00:30:10.500 --> 00:30:12.960
across 14 states. Right. It let them achieve

00:30:12.960 --> 00:30:15.000
a national scale that the original Rhode Island

00:30:15.000 --> 00:30:17.039
Mutual Savings Bank could never have reached

00:30:17.039 --> 00:30:19.299
on its own. It was foreign capital that provided

00:30:19.299 --> 00:30:21.259
the rocket fuel. But that growth came with a

00:30:21.259 --> 00:30:24.250
cost. A huge one. The transition to being the

00:30:24.250 --> 00:30:26.990
18th largest bank also introduced, and sometimes

00:30:26.990 --> 00:30:30.049
created, massive regulatory and reputational

00:30:30.049 --> 00:30:32.910
challenges. Those are the hidden costs of that

00:30:32.910 --> 00:30:35.829
scale. This is clearly evidenced by the previously

00:30:35.829 --> 00:30:39.190
undisclosed SEC investigation into subprime securities,

00:30:39.650 --> 00:30:42.630
the devastating $35 million fine from federal

00:30:42.630 --> 00:30:45.170
regulators for systematically pocketing cash

00:30:45.170 --> 00:30:48.210
deposit discrepancies, a profound violation of

00:30:48.210 --> 00:30:50.730
trust, and the high -profile entanglement in

00:30:50.730 --> 00:30:53.430
the Paul Manafort investigation. Scaling up brings

00:30:53.430 --> 00:30:56.009
scrutiny from every corner. And the most important

00:30:56.009 --> 00:30:58.250
current characteristic is that constant state

00:30:58.250 --> 00:31:01.190
of strategic flux. The modern CFG is defined

00:31:01.190 --> 00:31:04.789
by aggressive, opportunistic expansion like the

00:31:04.789 --> 00:31:07.569
massive recent acquisitions of HSBC's retail

00:31:07.569 --> 00:31:10.670
operations and investors Bancorp to dominate

00:31:10.670 --> 00:31:13.130
the East Coast. But that's coupled with equally

00:31:13.130 --> 00:31:15.609
strategic calculated branch management like the

00:31:15.609 --> 00:31:17.809
divestiture of the inefficient Chicago branches

00:31:17.809 --> 00:31:20.309
and the highly customized supermarket locations.

00:31:20.549 --> 00:31:23.089
Exactly. They're constantly adjusting their fiscal

00:31:23.089 --> 00:31:25.569
and financial network. to maximize the efficiency

00:31:25.569 --> 00:31:27.890
and network effect of their assets, always looking

00:31:27.890 --> 00:31:30.170
for the next growth opportunity. So what does

00:31:30.170 --> 00:31:32.410
this all mean for you, the learner, watching

00:31:32.410 --> 00:31:35.609
the banking landscape? Citizens Financial Group,

00:31:35.730 --> 00:31:39.069
Inc. is a study in how global pressures and localized

00:31:39.069 --> 00:31:41.569
banking traditions collide, often with dramatic

00:31:41.569 --> 00:31:44.829
results. We saw the nationalization of RBS in

00:31:44.829 --> 00:31:47.690
the UK force the entire divestiture of this massive

00:31:47.690 --> 00:31:50.210
U .S. bank. And conversely, we saw the complex

00:31:50.210 --> 00:31:52.869
local history of names like Citizens Republic

00:31:52.869 --> 00:31:55.730
Bancorp and Citizens National Bank Force, a major

00:31:55.730 --> 00:31:58.049
ten and a half billion dollar acquisition to

00:31:58.049 --> 00:31:59.990
operate under a temporary name like Charter One

00:31:59.990 --> 00:32:02.609
for years. It's a battle between the local charter

00:32:02.609 --> 00:32:05.150
and the global playbook. A fascinating dynamic.

00:32:05.630 --> 00:32:07.829
So the provocative question we leave you with

00:32:07.829 --> 00:32:11.269
is this. Given the sheer scale of CFG's recent

00:32:11.269 --> 00:32:13.829
acquisitions pushing them into new sprawling

00:32:13.829 --> 00:32:16.250
markets like Florida and Texas, their determined

00:32:16.250 --> 00:32:18.930
march shows no sign of slowing down. The question

00:32:18.930 --> 00:32:20.950
for the future is not simply how big Citizens

00:32:20.950 --> 00:32:23.789
Bank will get, but rather which historical corporate

00:32:23.789 --> 00:32:26.769
name, identity, or competitor bank footprint

00:32:26.769 --> 00:32:28.710
in one of those new markets will it eventually

00:32:28.710 --> 00:32:31.549
have to confront, negotiate with, or simply buy

00:32:31.549 --> 00:32:33.849
out next as its operational footprint continues

00:32:33.849 --> 00:32:35.950
its aggressive and nearly unstoppable expansion

00:32:35.950 --> 00:32:37.809
across the country. That's what we'll all be

00:32:37.809 --> 00:32:38.049
watching.
