8-KCorporate ChangesExhibits & Filings

CITIGROUP INC 8-K Report, Bylaw Amendment (Nov 13, 2015)

Filed November 13, 2015For Securities:CC-PNC-PR

Summary

Citigroup Inc. (C) filed an 8-K report on November 12, 2015, to announce the establishment of a new series of preferred stock. Specifically, the company filed a Certificate of Designations with the Secretary of State of Delaware, creating the 6.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series R. This filing effectively amends Citigroup's Restated Certificate of Incorporation. The primary purpose of this action from an investor perspective is the creation of a new class of securities with specific dividend and rate features. Investors considering Citigroup's capital structure or seeking income-generating instruments should note the details of this preferred stock, including its fixed-to-floating rate nature and noncumulative dividend provision.

Key Highlights

  • 1Citigroup Inc. established a new series of preferred stock: 6.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series R.
  • 2The establishment was formalized through a Certificate of Designations filed with the Delaware Secretary of State on November 12, 2015.
  • 3This action amends Citigroup's Restated Certificate of Incorporation.
  • 4The preferred stock features a 6.125% fixed rate, which will transition to a floating rate.
  • 5The dividends on this preferred stock are noncumulative, meaning missed payments do not accrue.
  • 6The filing includes related exhibits such as the Underwriting Agreement and Deposit Agreement for Depositary Shares representing interests in this preferred stock.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce the creation and establishment of a new series of preferred stock by Citigroup Inc., designated as 6.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series R.

The Series R preferred stock has a 6.125% initial fixed dividend rate that will convert to a floating rate. Importantly, its dividends are noncumulative, meaning any missed dividend payments are not carried forward and will not be paid at a later date.

This filing relates to the issuance of preferred stock, which ranks senior to common stock in terms of dividend payments and liquidation preference. While it increases the number of outstanding securities, the immediate impact on common shareholders depends on the amount of preferred stock issued and the terms of the offering, which are detailed in the referenced exhibits but not fully described in the 8-K itself.

The exhibits refer to 'Depositary Shares each representing a 1/25th interest in a share of 6.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series R'. This means that instead of investors directly buying shares of the preferred stock, they purchase depositary shares, which represent a fraction of a preferred share, typically for easier trading and accessibility.