Citigroup’s $2.3 Billion Shares Offering

Cleary Gottlieb represented the underwriters, led by Citigroup Global Markets Inc., in the offering.

Citi completed a registered offering of 2.3 million depositary shares, each representing a 0.25 interest in a share of 3.875% fixed-rate reset noncumulative perpetual preferred stock, Series X ($25,000 liquidation preference per share).

The offering priced on February 10, 2021, and will close on February 18, 2021.

Instead of the initial fixed dividend rate of 3.875% transitioning from a fixed rate to a floating rate on the first call date, the dividend payment calculation for the preferred stock will reset to a new fixed rate on February 18, 2026, and every five years after that date. The new fixed rate will be calculated based on the five-year treasury rate three days prior to each reset date.

Citigroup Inc., a global diversified financial services holding company, provides a broad range of financial products and services to consumers, corporations, governments, and institutions. Citigroup has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions.

The Cleary team included partner Jeff Karpf (Picture), senior attorney Elizabeth Chang, associate Ari Goldberg, and law clerks Taewan Roh and Lukasz (Luke) Swiderski. Partner Bill McRae and law clerk Drew Schaefer provided tax advice.

Involved fees earner: Elizabeth Chang – Cleary Gottlieb Steen & Hamilton; Ari Goldberg – Cleary Gottlieb Steen & Hamilton; Jeffrey Karpf – Cleary Gottlieb Steen & Hamilton; William McRae – Cleary Gottlieb Steen & Hamilton;

Law Firms: Cleary Gottlieb Steen & Hamilton;

Clients: Citigroup Global Markets Ltd;

Author: Martina Bellini