8-KCorporate ChangesExhibits & Filings

CITIGROUP INC 8-K Report, Bylaw Amendment (Oct 31, 2013)

Filed October 31, 2013For Securities:CC-PNC-PR

Summary

Citigroup Inc. (C) filed a Form 8-K on October 31, 2013, primarily to report the establishment and issuance of a new series of preferred stock. The company filed a Certificate of Designations with the Secretary of State of Delaware on October 30, 2013, to create the 6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K. This action effectively amended Citigroup's Restated Certificate of Incorporation. The filing also includes related exhibits such as the Underwriting Agreement for the sale of depositary shares representing interests in this new preferred stock, the Certificate of Designations itself, and the Deposit Agreement governing these depositary shares. Investors should note that this issuance represents a significant capital-raising activity, impacting the company's capital structure and potentially its future dividend payments.

Key Highlights

  • 1Citigroup established a new series of preferred stock: 6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K.
  • 2The establishment of this new preferred stock series was formalized through a Certificate of Designations filed with the State of Delaware on October 30, 2013.
  • 3This filing amends Citigroup's Restated Certificate of Incorporation.
  • 4The company is issuing depositary shares representing interests in this preferred stock.
  • 5An Underwriting Agreement dated October 24, 2013, details the terms of the offering and sale of these depositary shares.
  • 6A Deposit Agreement, dated October 31, 2013, outlines the relationship between Citigroup, the depositary, and holders of the depositary shares.
  • 7The new preferred stock is noncumulative, meaning dividend payments are not carried forward if missed in a particular period.

Frequently Asked Questions

The primary purpose of this Form 8-K filing is to formally report the creation and terms of a new series of preferred stock, the 6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K, by Citigroup Inc.

The Series K preferred stock has a dividend rate of 6.875% that is fixed initially but can convert to a floating rate. Importantly, it is noncumulative, meaning if Citigroup does not declare or pay a dividend in any given period, that missed dividend is not accumulated and will not be paid later.

Citigroup is offering depositary shares, where each depositary share represents a fractional interest (1/1,000th) in a share of the new Series K preferred stock. These depositary shares are being sold to investors through an underwriting agreement.

Noncumulative means that any preferred dividend that is not declared and paid by the company in a given dividend period is permanently lost to the preferred shareholders. Unlike cumulative preferred stock, these missed dividends do not accrue and are not paid at a later date.