8-KCorporate ChangesExhibits & Filings

CITIGROUP INC 8-K Report, Bylaw Amendment (Jan 23, 2020)

Filed January 23, 2020For Securities:CC-PNC-PR

Summary

Citigroup Inc. (C) filed an 8-K on January 22, 2020, to report the establishment of a new series of preferred stock. This filing details the '4.700% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series V', which was created through a Certificate of Designations filed with the Secretary of State of Delaware. This new preferred stock series has a fixed rate that can convert to a floating rate and is noncumulative, meaning missed dividend payments will not accrue. The purpose of this filing is primarily to amend Citigroup's Restated Certificate of Incorporation to authorize and define the terms of this new preferred stock. The filing also includes several exhibits that provide further detail on the associated underwriting agreement, the deposit agreement for the depositary shares representing interests in this preferred stock, and legal opinions. Investors should note that this is a procedural filing related to capital raising and corporate structure, rather than a report on financial performance or significant operational changes.

Key Highlights

  • 1Citigroup Inc. established a new series of preferred stock: 4.700% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series V.
  • 2The new preferred stock has a dividend rate that is fixed initially but can convert to a floating rate.
  • 3The preferred stock is 'Noncumulative', meaning any missed dividend payments are forfeited and do not accumulate.
  • 4This action amends Citigroup's Restated Certificate of Incorporation to authorize the new preferred stock series.
  • 5The filing includes an Underwriting Agreement related to the offer and sale of Depositary Shares representing interests in this preferred stock.
  • 6A Deposit Agreement outlines the terms for Depositary Shares, which are the units investors would likely purchase.
  • 7The filing is procedural and relates to the company's capital structure and potential fundraising activities.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce and detail the establishment of a new series of preferred stock, designated as the 4.700% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series V. This involves amending the company's Certificate of Incorporation.

The Series V preferred stock has a dividend rate that starts at a fixed 4.700% but can convert to a floating rate. It is also noncumulative, meaning that if Citigroup misses a dividend payment, that payment is not made up later.

Investors would likely purchase 'Depositary Shares', where each share represents a fractional interest (1/25th in this case) in a share of the actual Series V preferred stock. The filing includes the Deposit Agreement governing these Depositary Shares.

No, this 8-K filing is focused on corporate actions related to capital structure and does not provide any information about Citigroup's current financial performance or operational results.