8-KCorporate ChangesExhibits & Filings

CITIGROUP INC 8-K Report, Bylaw Amendment (Dec 13, 2012)

Filed December 13, 2012For Securities:CC-PNC-PR

Summary

Citigroup Inc. filed an 8-K report on December 13, 2012, primarily to disclose the establishment of a new series of preferred stock. On December 12, 2012, the company filed a Certificate of Designations with the Delaware Secretary of State, officially creating the 5.90% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series B. This action amended Citigroup's Restated Certificate of Incorporation and became effective immediately upon filing. The filing also includes related exhibits detailing the terms and conditions of this new preferred stock offering. Specifically, it references an Underwriting Agreement for the sale of Depositary Shares representing interests in this preferred stock, a Deposit Agreement governing the relationship between Citigroup, the depositary, and holders of the depositary shares, and a legal opinion. For investors, this filing signals a capital raising activity through the issuance of preferred equity, which has specific dividend and liquidation preference rights.

Key Highlights

  • 1Citigroup Inc. established a new series of preferred stock: 5.90% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series B.
  • 2The establishment of this preferred stock series was formally executed via a Certificate of Designations filed with the Delaware Secretary of State on December 12, 2012.
  • 3This filing amends Citigroup's Restated Certificate of Incorporation.
  • 4The new preferred stock is structured as Fixed Rate/Floating Rate, indicating a potential for its dividend rate to adjust based on market conditions.
  • 5The stock is noncumulative, meaning any missed dividend payments do not accrue for future payment.
  • 6The filing includes exhibits detailing the underwriting agreement for the sale of depositary shares representing interests in this preferred stock.
  • 7A deposit agreement was established with Computershare Inc. and Computershare Trust Company, N.A. as the depositary for these shares.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the establishment of a new series of preferred stock by Citigroup Inc., known as the 5.90% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series B. This involved filing a Certificate of Designations with the State of Delaware.

The new preferred stock is designated as 5.90% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series B. This means it has a base dividend rate of 5.90%, with the potential to adjust to a floating rate. It is also noncumulative, meaning any missed dividend payments are not carried forward.

The filing references an Underwriting Agreement and a Deposit Agreement, indicating that Citigroup is offering Depositary Shares, each representing a fraction of a share of this new preferred stock, to the public. The depositary will hold the actual preferred stock and issue these depositary shares to investors.

Noncumulative means that if Citigroup decides not to pay dividends on this preferred stock in any given period, those unpaid dividends are lost and do not accumulate. The company is not obligated to pay these missed dividends in the future before paying dividends on common stock.