8-KCorporate ChangesExhibits & Filings

CITIGROUP INC 8-K Report, Bylaw Amendment (Aug 12, 2015)

Filed August 12, 2015For Securities:CC-PNC-PR

Summary

Citigroup Inc. (C) filed a Form 8-K on August 11, 2015, to report the establishment of a new series of preferred stock. Specifically, the company filed a Certificate of Designations with the Secretary of State of Delaware on August 11, 2015, creating the 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series Q. This filing details the designations, preferences, powers, and rights of this new preferred stock series. Investors should note that this action primarily concerns the capital structure of the company and the terms of a specific preferred stock offering. Accompanying exhibits include the underwriting agreement for the related depositary shares, the certificate of designations itself, a deposit agreement, and a legal opinion.

Key Highlights

  • 1Citigroup established a new series of preferred stock: 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series Q.
  • 2The Certificate of Designations was filed with the Delaware Secretary of State on August 11, 2015.
  • 3This filing amends Citigroup's Restated Certificate of Incorporation.
  • 4The preferred stock has a dividend rate of 5.950% Fixed Rate / Floating Rate and is noncumulative.
  • 5The filing includes an Underwriting Agreement for the sale of Depositary Shares representing interests in this preferred stock.
  • 6A Deposit Agreement has been established with Computershare Inc. and Computershare Trust Company, N.A. as the depositary.
  • 7The event is primarily a capital markets transaction related to the issuance of preferred equity.

Frequently Asked Questions

This 8-K filing announces the creation and terms of a new series of preferred stock by Citigroup Inc., specifically the 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series Q. It details the rights, preferences, and designations of this new stock series.

The 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series Q, carries a dividend rate that is fixed at 5.950% initially but will adjust to a floating rate. Importantly, it is noncumulative, meaning that any missed dividend payments are not carried forward to be paid at a later date.

This filing pertains to Citigroup's capital structure and its issuance of preferred equity. While it provides the company with capital, it doesn't directly disclose current financial performance metrics like earnings or revenue. Investors should review other filings (like 10-Q or 10-K) for a comprehensive view of the company's financial health.

The exhibits reference 'Depositary Shares each representing a 1/25th interest in a share of 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series Q'. This means that instead of investors directly buying shares of the preferred stock, they are buying these depositary shares, which represent a fractional ownership of the actual preferred stock held by a depositary institution.