8-KCorporate ChangesExhibits & Filings

CITIGROUP INC 8-K Report, Bylaw Amendment (Feb 12, 2014)

Filed February 12, 2014For Securities:CC-PNC-PR

Summary

This Form 8-K filing from Citigroup Inc. (C) on February 12, 2014, primarily announces the establishment of a new series of preferred stock. Specifically, Citigroup filed a Certificate of Designations with the State of Delaware to create the 6.875% Noncumulative Preferred Stock, Series L. This action involves the creation of a new financial instrument that offers a fixed dividend rate of 6.875% and is noncumulative, meaning missed dividend payments are not carried forward. The filing also details the underwriting agreement and deposit agreement related to the issuance of depositary shares representing interests in this new preferred stock. For investors, this indicates a strategic move by Citigroup to potentially raise capital or manage its capital structure, with the terms of the new preferred stock being a key consideration.

Key Highlights

  • 1Citigroup Inc. established a new series of preferred stock: 6.875% Noncumulative Preferred Stock, Series L.
  • 2A Certificate of Designations was filed with the Secretary of State of Delaware to formalize the new preferred stock series.
  • 3The new preferred stock carries a fixed dividend rate of 6.875% per annum.
  • 4The preferred stock is designated as 'Noncumulative,' meaning missed dividend payments are not accumulated and paid later.
  • 5The filing references an Underwriting Agreement dated February 5, 2014, related to the offer and sale of Depositary Shares representing interests in this preferred stock.
  • 6A Deposit Agreement dated February 12, 2014, outlines the terms for Depositary Shares, which represent a fraction of the actual preferred stock shares.

Frequently Asked Questions

The primary purpose of this filing is to report the establishment of a new series of preferred stock, the 6.875% Noncumulative Preferred Stock, Series L, through the filing of a Certificate of Designations with the State of Delaware.

The key features are a fixed dividend rate of 6.875% and its noncumulative nature, meaning that if dividends are not paid in a given period, those missed payments will not be recoverable in the future.

Investors will likely invest through Depositary Shares, where each Depositary Share represents a fractional interest (1/1,000th in this case) in a share of the actual Series L preferred stock, as indicated by the Underwriting and Deposit Agreements referenced in the filing.

Yes, the 'noncumulative' feature means that if Citigroup decides to suspend dividend payments on this preferred stock, those unpaid dividends are permanently forfeited and will not be paid at a later date, unlike cumulative preferred stock.