|Click here for information on the settlement agreements regarding the purchase of non-auctioning Auction Rate Securities by CGMI.|
As of December 31, 2009, the U.S. Department of the Treasury held approximately 7.7 billion shares of Citigroup common stock, or approximately 27% of the total Citigroup common shares outstanding, three warrants to purchase an aggregate of approximately 465 million shares of Citigroup common stock and approximately $2.3 billion of trust preferred securities.
In April 2010, Treasury began to sell its shares of Citigroup common stock in the market in an orderly fashion.
In September 2010, Treasury announced that it had disposed of all of its trust preferred securities in Citigroup via a secondary offering.
In December 2010, the Treasury disposed of the last of its remaining shares of Citigroup common stock.
In January 2011, the Treasury announced that it had disposed of its three warrants exercisable for Citigroup common stock via a secondary offering.
In total, Treasury recovered all of the $45 billion it invested in Citigroup pursuant to TARP, plus approximately $12.2 billion in profits, consisting of dividends, interest and gains on the sale of Citigroup common stock, warrants and other securities.
As of December 31, 2010, the FDIC continues to hold approximately $3.025 billion of trust preferred securities, of which approximately $800 million is held for the benefit of the U.S. Treasury.
For all information regarding the U.S. government's sale of their Citigroup common stock and other Citigroup securities, please refer to the U.S. Treasury's website or the Treasury's TARP transactions report at www.financialstability.gov.
On November 5, 2009, Citi announced that its subsidiary, Primerica, filed a registration statement with the U.S. Securities and Exchange Commission for an initial public offering. For information about the offering, please refer to the most recent registration statement (S-1) filing with the SEC by "Primerica, Inc."
A copy of the prospectus relating to the securities to be sold in the public offering may be obtained, when available, from: Citi, Brooklyn Army Terminal, 140 58th Street, 8th floor, Brooklyn, NY 11220. Telephone: 800-831-9146 or email to: or from the SEC's website, here.
|Citi Announces $320.4 Million Initial Public Offering of Primerica|
|Citi Announces Filing of Registration Statement for Primerica IPO|
You may also contact the Primerica Investor Relations department directly.
|Citi Announces Shareholder Approval of Increase in Authorized Common Shares, Paving Way to Complete Share Exchange|
|Exchange Offer Capital and Accounting Impact in 3Q'09|
|Citi Announces Final Results of Public Share Exchange and Completes Further Matching Exchange with U.S. Government|
|Citi Confirms July 29, 2009 Record Date for Common Proxy Statement|
|Citi Announces Preliminary Results of Public Share Exchange|
|Citi Completes Exchange Transaction with Private Holders and U.S. Government Matching Exchange|
|Amendment No. 4 to Registration Statement|
|Citi Confirms June 16, 2009 Record Date for Preferred Proxy Statement|
|Amendment No. 3 to Registration Statement|
|Citi Announces Public Share Exchange Launch, Finalizes Definitive Agreement with U.S. Government|
|Citi Provides Update on Timing of Exchange Offers|
|Amendment No. 2 to Registration Statement|
|Amendment No. 1 to Registration Statement|
|Citi to Expand Public Exchange Offers by $5.5 Billion|
|Citi Provides an Update on Timing|
|Citi Files Registration Statement for Exchange Offer|
|Additional Exchange Offer Details|
|Citi to Exchange Preferred Securities for Common|
What is Citi offering to exchange?
Additionally, the U.S. government will match the exchanges up to a maximum amount of $25 billion. Like the privately held preferred stock, the U.S. government's preferred stock will be exchanged for interim securities and warrants, which will convert to common stock subject to shareholder approval of an increase in the number of authorized shares (see Shareholder Approval below).
All holders of public preferred stock will be able to participate in the exchange and there will be no limitation on the number of shares of public preferred stock that may be exchanged. The exchange will also be offered to all holders of E-TruPS and TruPS; however the acceptance of E-TruPS and TruPS securities will depend on a number of factors, including the participation of the public preferred stockholders in the exchange and the acceptance priority level of the particular series of E-TruPS and TruPS being exchanged, as exchanges of E-TruPS and TruPS will only be accepted up to the point that the total transaction limit of $20.5 billion is met. To see the order of priority in which the E-TruPS and TruPS will be accepted, please refer to the table below.
How many common shares do I get?
If you are a holder of Series F, Series AA, Series T or Series E public preferred stock, please refer to the following chart:
|CUSIP||Series||Title / Type of security||Symbol||Common shares per share|
of public preferred stock
|8.5% Non-Cumulative Preferred Stock||C.M||7.30769|
|8.4% Fixed Rate/Floating Rate Preferred Stock||N/A||292.30769|
|8.125% Non-Cumulative Preferred Stock||C.P||7.30769|
|6.5% Non-Cumulative Convertible Preferred Stock||C.I||13.0769|
If you hold TruPS or E-TruPS, please refer to the table below for the acceptance priority level of each series, as well as the number of common shares offered per TruPS or E-TruPS:
|CUSIP||Issuer||Title / Type of security||Symbol||Common shares per TruPS or E-TruPS||Acceptance Priority Level|
Do I have to exchange my public preferred stock, TruPS or E-TruPS for common stock?
No. The exchange is not mandatory.
What happens if I choose not to exchange my shares?
If you own public preferred stock (Series F, E, AA, or T), you may keep your shares; however, Citi intends to suspend dividends on its preferred stock upon the closing of the exchange. Additionally, Citi intends to de-list (and potentially deregister) all remaining shares of public preferred stock from the New York Stock Exchange. These actions could result in your holding an illiquid security for an indefinite period of time.
Citi does not currently intend to de-list or deregister its E-TruPS or TruPS that are not exchanged for common stock and has no plans to suspend their scheduled distributions.
You may view the prospectus on the SEC website here: Final Prospectus
Citi intends to continue to pay full dividends on the public preferred stock through and until the closing of the public exchange at which point these dividends will be suspended. The currently scheduled closing date for the public exchange offer is July 24, 2009.
On April 20, 2009, Citi declared dividends on public preferred stock Series T, Series AA and Series E (click here for press release). On May 26, 2009, Citi declared a dividend on public preferred stock Series F (click here for press release).
Citi does not intend to pay common stock dividends during this period.
Citi has no plans to suspend current distributions on its TruPS and E-TruPS. Please note: although they are sometimes commonly referred to as dividends, the payments made on TruPS and E-TruPS are scheduled interest distributions. Please refer to your security's prospectus for more information.
Shareholder approval is not required for the public preferred stock to be exchanged into common stock, nor for the privately-held and U.S. government owned preferred shares to convert to interim securities and warrants.
Shareholder approval of an increase in the number of Citigroup's authorized common shares is required for the U.S. government owned and privately held interim securities to convert to common stock.
On June 18, 2009, Citi filed two proxy statements with the SEC. The proxies seek to:
1) Obtain shareholder approval by written consent to amend certain rights of holders of preferred stock. These matters will be voted on by common and preferred stockholders (including the holders of public preferred stock eligible to participate in the exchange offers) whose shares are outstanding when the exchange is commenced. The record date for holders of public preferred stock entitled to vote on these matters is June 16, 2009.
2) Obtain shareholder approval by written consent to, among other things, increase the number of authorized shares of common stock. As discussed above, this increase is necessary for the U.S. government's and the private investors' interim securities to be converted into common stock. These matters will be voted on by common stockholders only (including those holders of public preferred stock, E-TruPS and TruPS that elect to participate in the exchange offers and exchange their securities into common stock). The record date for holders of common stock entitled to vote on these matters will be the settlement date for the public exchange offers, which will occur shortly after the expiration date. Accordingly, the settlement date is currently scheduled to be July 29, 2009.
No special meetings of stockholders will be held. Holders of public preferred stock, TruPS and E-TruPS will vote in connection with the tender of their securities (and will be required to vote in favor of all of the matters being submitted to a vote of our shareholders in order to validly tender their securities). Holders of public preferred stock, TruPS and E-TruPS that do not wish to tender their securities, but still wish to vote on the amendment of certain rights of holders of preferred stock, may submit their proxy by mail. Common stockholders may vote with respect to any shares that they did not receive in the exchange offer by mail, telephone, or online.
You may view the proxy statements on the SEC website here:
Citi announced on June 10, 2009 that it has reached a definitive agreement with the U.S. Government and will launch its exchange offers for public preferred stock, TruPS and E-TruPS. Below is the currently estimated exchange timeline:
Citi will mail exchange offer materials to those eligible to participate. The materials will contain the necessary information regarding the exchange, including instructions on how to accept the offer, the submission deadlines, etc.
Please note that you will need to take action to tender your shares for conversion and to submit your proxy votes. If no action is taken, or your required stockholder approval(s) is not received by the applicable deadlines, your shares will not be converted.
If your shares are held by or registered in the name of a bank, broker, custodian or other nominee, we urge you to get in touch with them to make sure they have your current contact information and are aware of your interest in the offer, as they will likely be forwarding your materials to you.
The stockholder materials for Citigroup's preferred exchange offers and the associated proxy statements are available for download here: Exchange Offers Materials
If you have any additional questions regarding the exchange offer, you can refer to our information agent, Morrow & Co. LLC at: (800) 445-0102 or (203) 658-9400.
In connection with the proposed exchange offers, Citi will file with the Securities and Exchange Commission (the "SEC") a tender offer statement on Schedule TO and has filed with the SEC a Registration Statement on Form S-4 that contains a prospectus and related exchange offer materials. Citi will mail the prospectus to the holders of depositary shares representing its series of convertible and nonconvertible public preferred stock and E-TruPs and TruPs that may be eligible to participate in the exchange offers. Holders of depositary shares representing these series of preferred stock and E-TruPs and TruPs are urged to read the prospectus and related exchange offer materials because they contain important information. You may obtain a free copy of the prospectus and related exchange offer materials that Citi filed with the SEC at the SEC's website at www.sec.gov. The prospectus and related exchange offer materials may also be obtained for free by accessing Citi's website at www.citigroup.com and clicking on the link for "Investors" and then clicking on the link for "All SEC Filings" or by contacting Citigroup at the following address or telephone number: Citigroup Document Services, 540 Crosspoint Parkway, Getzville, NY 14068, or within the United States, at +1-877-936-2737 or outside the United States, at +1-716-730-8055, or by e-mailing a request to .
Citigroup Shareholder Relations
P. O. Box 990041
Hartford, CT 06199-0041
Citigroup Investor Relations
399 Park Avenue
New York, NY 10022
Citigroup Fixed Income Investor Relations
399 Park Avenue
New York, NY 10022