Citi’s $1 Billion Shares Offering

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

Citi executed its registered offering of 1 million depositary shares, each representing a 0.25 interest in a share of 4.150% fixed-rate reset noncumulative perpetual preferred stock, Series Y ($25,000 liquidation preference per share).

The offering priced on October 20, 2021, and will close on October 27, 2021.

Instead of the initial fixed dividend rate of 4.150% 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 November 15, 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.

Citi, a global diversified financial services holding company, provides a broad range of financial products and services to consumers, corporations, governments, and institutions. Citi 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, and associates Almitra Gupta and Taewan Roh. Partner Bill McRae and associate Drew Schaefer provided tax advice. 

Involved fees earner: Elizabeth Chang – Cleary Gottlieb Steen & Hamilton; Almitra Gupta – Cleary Gottlieb Steen & Hamilton; Jeffrey Karpf – Cleary Gottlieb Steen & Hamilton; William McRae – Cleary Gottlieb Steen & Hamilton; Taewan Roh – Cleary Gottlieb Steen & Hamilton; Drew Schaefer – Cleary Gottlieb Steen & Hamilton;

Law Firms: Cleary Gottlieb Steen & Hamilton;

Clients: Citigroup Global Markets Ltd;