U.S. Treasury in $10.5 Billion Public Offering of Citigroup Common Stock, Marking Exit of Treasury as a Citigroup Stockholder

Cleary Gottlieb represented the underwriters, led by Morgan Stanley, in a recent underwritten public offering of approximately 2.4 billion shares of Citigroup common stock held by the U.S. Department of the Treasury. The deal closed December 10 and marks the exit of Treasury as a shareholder in Citigroup. The shares sold in this underwritten transaction represent the remaining shares from the 7.7 billion shares of Citi common stock originally acquired by Treasury in exchange for $25 billion in preferred stock received in connection with Citi’s participation in the Capital Purchase Program. The exchange was part of the exchange offers conducted by Citigroup in July 2009 to strengthen its capital base.