July 28, 2015
VIA EDGAR
Ms. Erin Magnor Purnell
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | Citizens Financial Group, Inc. (the “Company”) |
Registration Statement on Form S-1 |
File No. 333-205765 |
Dear Ms. Purnell:
In connection with the above-referenced Registration Statement, we wish to advise you that prior to the requested effective time, we expect to effect the distribution of approximately 9,500 copies of the Company’s Preliminary Prospectus to be dated July 28, 2015 to prospective underwriters, institutional investors, prospective dealers, brokers, individuals, rating agencies and others.
We will comply and have been informed by the other participating underwriters that they will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
As Representatives of the several underwriters, we hereby join in the request of the Company that the effectiveness of the above-referenced Registration Statement, as amended, be accelerated to 2:00 p.m. Eastern Time on July 28, 2015, or as soon thereafter as practicable.
[Signature Page Follows]
Very truly yours, | ||
Morgan Stanley & Co. LLC | ||
MORGAN STANLEY & CO. LLC | ||
By: | /s/ Michael Occi | |
Name: | Michael Occi | |
Title: | Vice President |
Very truly yours, | ||
Goldman, Sachs & Co. | ||
GOLDMAN, SACHS & CO. | ||
By: | /s/ Richard Cohn | |
Name: | Richard Cohn | |
Title: | Managing Director |
Very truly yours, | ||
Citigroup Global Markets Inc. | ||
CITIGROUP GLOBAL MARKETS INC. | ||
By: | /s/ Marcos Diaz | |
Name: | Marcos Diaz | |
Title: | Director |
Very truly yours, | ||
J.P. Morgan Securities LLC | ||
J.P. MORGAN SECURITIES LLC | ||
By: | /s/ Drummond Rice | |
Name: | Drummond Rice | |
Title: | Vice President |