Citi in $20 Billion TARP Repayment

December 14, 2009

Cleary Gottlieb represented Citi in its agreement with the U.S. government and its regulators to repay U.S. taxpayers for the $20 billion the government holds in TARP trust preferred securities and to terminate the loss-sharing agreement with the government. In order to facilitate this, Citi will issue $17 billion of common stock and $3.5 billion of tangible equity units. The combined offering is the largest public equity offering in U.S. capital markets history. Cleary Gottlieb is underwriters’ counsel on the offerings and is also acting as disclosure counsel to Citi. Following the repayment and upon termination of the loss-sharing agreement, Citi will no longer be deemed to be a beneficiary of “exceptional financial assistance” under TARP.

Citi, a global financial services company with approximately 200 million customer accounts in more than 100 countries, and capital ratios and liquidity among the highest in the industry, provides financial products and services, including banking, investment banking, insurance, securities brokerage and asset management.