Citi’s $1.25 Billion Offering

February 28, 2023

Cleary Gottlieb represented the underwriters, led by Citigroup Global Markets Inc., in a registered offering of 1.25 million depositary shares, each representing a 1/25th interest in a share of 7.375% fixed-rate reset noncumulative perpetual preferred stock, Series Z ($25,000 liquidation preference per share).

The offering priced on February 28, 2023, and will close on March 7, 2023.

Instead of the initial fixed dividend rate of 7.375% transitioning from a fixed rate to a floating rate on the May 15, 2028 first call date, the dividend payment calculation for the preferred stock will reset to a new fixed rate on May 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.