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 0.04 interest in a share of 7.625% fixed-rate reset noncumulative perpetual preferred stock, Series AA ($25,000 liquidation preference per share).

The offering priced on September 14, 2023, and will close on September 21, 2023.

Instead of the initial fixed dividend rate of 7.625% 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, 2028, 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.