8-KCorporate ChangesExhibits & Filings

CITIGROUP INC 8-K Report, Bylaw Amendment (Apr 30, 2013)

Filed April 30, 2013For Securities:CC-PNC-PR

Summary

Citigroup Inc. (C) filed a Form 8-K on April 30, 2013, to report the establishment of a new series of preferred stock. The company filed a Certificate of Designations with the Secretary of State of Delaware on April 29, 2013, creating the 5.350% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series D. This filing details the designations, preferences, powers, and rights associated with this new preferred stock series. The company also provided an Underwriting Agreement related to the offer and sale of depositary shares representing interests in this preferred stock, a Deposit Agreement with Computershare, and an opinion from legal counsel. This action indicates Citigroup's engagement in capital raising activities through the issuance of preferred equity.

Key Highlights

  • 1Citigroup Inc. established a new series of preferred stock: 5.350% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series D.
  • 2The Certificate of Designations was filed with the Delaware Secretary of State on April 29, 2013, effective immediately.
  • 3This filing outlines the specific terms, preferences, and rights of the Series D preferred stock.
  • 4An Underwriting Agreement related to the sale of depositary shares for this preferred stock was disclosed.
  • 5A Deposit Agreement with Computershare Inc. and Computershare Trust Company, N.A. as depositary was executed.
  • 6The filing includes an opinion from Skadden, Arps, Slate, Meagher & Flom LLP regarding the issuance.

Frequently Asked Questions

The primary purpose of this Form 8-K filing is to report the establishment of a new series of preferred stock by Citigroup Inc., specifically the 5.350% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series D, through the filing of a Certificate of Designations.

The Series D preferred stock is characterized by a dividend rate of 5.350%, which is fixed initially and then becomes floating. It is noncumulative, meaning that any missed dividend payments are not carried forward. The Certificate of Designations details its specific designations, preferences, powers, and rights.

The Underwriting Agreement signifies Citigroup's intent to sell these preferred securities to the public, likely through an underwriter. The Deposit Agreement establishes the framework for issuing depositary shares, which are more commonly traded units representing a fractional interest in the preferred stock.

While this filing specifically relates to a capital raise through preferred stock issuance, it suggests Citigroup is actively managing its capital structure. Issuing preferred stock can be a way to strengthen capital ratios without diluting common equity holders as significantly as issuing common stock.