Citi in Exchange Offers

February 27, 2009

Cleary Gottlieb is representing Citigroup in its exchange offer of common stock for up to $27.5 billion of its existing preferred securities and trust preferred securities at a conversion price of $3.25 a share. The U.S. Department of the Treasury has agreed to convert up to $25 billion of its preferred stock investment in Citigroup into common stock. This transaction will substantially increase Citigroup’s tangible common equity without any additional investment from the U.S. government. The firm is also acting as lead disclosure counsel to Citigroup.

Cleary Gottlieb previously advised Citigroup in its $25 billion private sale to the Treasury of preferred stock and a warrant to purchase common stock.

Citigroup Inc., a global financial services company with approximately 200 million customer accounts in over 140 countries, provides financial products and services, including banking, securities brokerage and wealth management.