Citi’s $1.5 Billion Offering

Cleary Gottlieb represented the underwriters, led by Citigroup Global Markets Inc., in a registered offering of 1.5 million depositary shares, each representing a 1/25 interest in a share of 5% fixed-rate/floating-rate noncumulative perpetual preferred stock, Series U ($25,000 liquidation preference per share).

The offering priced on September 5, 2019, and was issued by Citigroup Inc. (Citi) on September 12, 2019.

The dividend payment calculation during the floating-rate period beginning September 12, 2024, will be based on the secured overnight funding rate (SOFR) compounded daily over each quarterly dividend period for which dividends are declared. SOFR is the rate proposed to replace LIBOR in the capital markets. This is the first preferred stock offering based on compounding SOFR.

Citi is a global diversified financial services holding company whose businesses provide a broad range of financial products and services to consumers, corporations, governments, and institutions.