8-KCorporate ChangesExhibits & Filings

CITIGROUP INC 8-K Report, Bylaw Amendment (Feb 18, 2021)

Filed February 18, 2021For Securities:CC-PNC-PR

Summary

Citigroup Inc. (C) filed an 8-K report on February 17, 2021, to announce the establishment of a new series of preferred stock. This filing details the '3.875% Fixed Rate Reset Noncumulative Preferred Stock, Series X,' which was effective immediately upon filing its Certificate of Designations with the Delaware Secretary of State. This action amends the company's Restated Certificate of Incorporation and is a key step in its capital structure management. The report also includes several exhibits related to this new preferred stock issuance, such as the underwriting agreement, the Certificate of Designations itself, and a deposit agreement. These documents provide further details on the terms, conditions, and mechanics of the preferred stock and the associated depositary shares. Investors interested in Citigroup's capital structure and funding strategies should review these filings for a comprehensive understanding of this new financial instrument.

Key Highlights

  • 1Citigroup Inc. established a new series of preferred stock: 3.875% Fixed Rate Reset Noncumulative Preferred Stock, Series X.
  • 2The Certificate of Designations for this new preferred stock was filed with the Delaware Secretary of State on February 17, 2021, making it effective immediately.
  • 3This filing amends Citigroup's Restated Certificate of Incorporation.
  • 4The 8-K includes an Underwriting Agreement dated February 10, 2021, related to the offer and sale of Depositary Shares representing interests in this preferred stock.
  • 5A Deposit Agreement, dated February 18, 2021, outlines the terms for the Depositary Shares with Computershare Inc. and Computershare Trust Company, N.A.
  • 6The filing lists the Certificate of Designations as an exhibit, providing specific details on the preferred stock's designations, preferences, powers, and rights.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the establishment of a new series of preferred stock by Citigroup Inc., specifically the 3.875% Fixed Rate Reset Noncumulative Preferred Stock, Series X, and to provide associated documentation.

The new preferred stock is designated as 3.875% Fixed Rate Reset Noncumulative Preferred Stock, Series X. It carries a fixed rate reset feature and is noncumulative, meaning dividend payments are not carried forward if missed.

While this filing doesn't directly detail the immediate impact on common shareholders, the issuance of preferred stock is a way for companies to raise capital. It typically ranks senior to common stock in terms of dividends and liquidation preference, but the specific terms outlined in the Certificate of Designations will govern its precise rights and preferences.

More detailed information can be found in the exhibits filed with this 8-K report, particularly the Certificate of Designations (Exhibit 3.1) and the Underwriting Agreement (Exhibit 1.1), which provide specifics on the terms, rights, and sale of this new preferred stock and its associated depositary shares.