Citi’s $1.75 Billion Offering

Cleary Gottlieb represented the underwriters, led by Citigroup Global Markets Inc., in Citigroup Inc.’s (Citi) registered offering of 1.75 million depositary shares, each representing a 1/25th interest in a share of 7.125% fixed-rate reset noncumulative perpetual preferred stock, Series CC ($25,000 liquidation preference per share).

The offering priced on May 21, 2024, and will close on May 29, 2024.

Instead of the initial fixed dividend rate of 7.125% 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 August 15, 2029, 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.