U.S. Treasury in Exchange and Public Sale of Final TARP Investment in Citigroup

February 8, 2013

Cleary Gottlieb represented Citigroup Inc., in connection with the exchange, and the underwriters, led by UBS Securities LLC, in connection with the public sale, of the last remaining Citi securities held by the U.S. Department of the Treasury. Almost all of Treasury’s TARP investment in Citi was sold through public offerings by the end of 2010. However, under an agreement with the FDIC, Treasury was entitled to receive $800 million Citi trust preferred securities from the FDIC when the final series of Citi FDIC-guaranteed debt matured. On December 28, 2012, that final series of Citi debt matured, and the FDIC transferred $800 million trust preferred securities to Treasury.

In order to increase the marketability of Treasury’s securities, Citi agreed to exchange the $800 million trust preferred securities for $894 million 4.050% Subordinated Notes due July 30, 2022. The exchange took place, and the subordinated notes were issued to Treasury, on February 4. On February 5, the subordinated notes were offered to the public in a secondary offering by Treasury. The public sale priced that same day and closed on February 8. This transaction marks the final exit of Treasury as a holder of Citi securities.