Citi’s $1.5 Billion Offering

Cleary Gottlieb represented the underwriters, led by Citigroup Global Markets Inc., in a $1.5 billion registered offering by Citigroup Inc. (Citi) of 1.5 million depositary shares.

Each represents a 1/25th interest in a share of 6.75% fixed-rate reset noncumulative perpetual preferred stock, Series EE ($25,000 liquidation preference per share).

The offering priced on November 25, 2024, and will close on December 3, 2024.

Instead of the initial fixed dividend rate of 6.75% 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 15, 2030, 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 does business in nearly 160 countries and jurisdictions.