8-KCorporate ChangesExhibits & Filings

CITIGROUP INC 8-K Report, Bylaw Amendment (Mar 26, 2013)

Filed March 26, 2013For Securities:CC-PNC-PR

Summary

Citigroup Inc. filed an 8-K on March 26, 2013, primarily to report amendments to its corporate structure concerning preferred stock. The key event was the filing of a Certificate of Designations on March 25, 2013, with the Secretary of State of Delaware, establishing a new series of preferred stock: 5.80% Noncumulative Preferred Stock, Series C. This filing effectively amended Citigroup's Restated Certificate of Incorporation. This new series of preferred stock was the subject of an Underwriting Agreement dated March 19, 2013, and a related Deposit Agreement filed concurrently. These agreements relate to the offer and sale of Depositary Shares, each representing a fractional interest in this new preferred stock. Investors should note that this is a noncumulative preferred stock, meaning that any missed dividend payments are not carried forward. The filing also includes an opinion from Skadden, Arps, Slate, Meagher & Flom LLP.

Key Highlights

  • 1Citigroup Inc. established a new series of preferred stock: 5.80% Noncumulative Preferred Stock, Series C.
  • 2The establishment of this new preferred stock series was accomplished through a Certificate of Designations filed with the Delaware Secretary of State on March 25, 2013.
  • 3This filing amends Citigroup's Restated Certificate of Incorporation.
  • 4The new preferred stock is designed to be offered and sold through Depositary Shares.
  • 5An Underwriting Agreement dated March 19, 2013, and a Deposit Agreement dated March 26, 2013, are associated with this preferred stock offering.
  • 6The preferred stock is explicitly stated as 'Noncumulative', meaning missed dividend payments are not accumulated.

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., specifically the 5.80% Noncumulative Preferred Stock, Series C, through a Certificate of Designations filed in Delaware.

The new preferred stock is designated as 5.80% Noncumulative Preferred Stock, Series C. The 'Noncumulative' aspect is important for investors as it means that if Citigroup misses a dividend payment, that payment is forfeited and not carried forward to future payment periods.

Investors will likely purchase this preferred stock indirectly through Depositary Shares. The filing references an Underwriting Agreement for the sale of these Depositary Shares, each representing a fraction (1/1000th interest) of a share of the Series C preferred stock.

This specific 8-K filing is primarily a corporate action related to capital structure, specifically the issuance of preferred stock. It does not, in itself, provide details on the company's financial performance or strategic shifts. Investors should refer to other filings like the 10-K or 10-Q for comprehensive financial and operational information.