UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 8-K
____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 13, 2020
____________________________
Citigroup Inc.
(Exact name of registrant as specified in its charter)
____________________________
|
Delaware
(State or other jurisdiction
of incorporation)
|
1-9924
(Commission File Number)
|
52-1568099
(IRS Employer Identification No.)
|
388 Greenwich Street
New York, New York 10013
(Address of principal executive offices) (Zip Code)
(212) 559-1000
(Registrant’s telephone number, including area code)
____________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 formatted in Inline XBRL:
| Title of each class | Ticker Symbol(s) | Title for iXBRL | Name of each exchange on which registered |
| Common Stock, par value $.01 per share | C | Common Stock, par value $.01 per share | New York Stock Exchange |
|
Depositary Shares, each representing 1/1,000th interest in a share of 7.125% Fixed/Floating Rate Noncumulative Preferred Stock, Series J
|
C Pr J | Dep Shs, represent 1/1,000th interest in a share of 7.125% Fix/Float Rate Noncum Pref Stk, Ser J | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th interest in a share of 6.875% Fixed/Floating Rate Noncumulative Preferred Stock, Series K | C Pr K | Dep Shs, represent 1/1,000th interest in a share of 6.875% Fix/Float Rate Noncum Pref Stk, Ser K | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th interest in a share of 6.300% Noncumulative Preferred Stock, Series S | C Pr S | Depositary Shares, represent 1/1,000th interest in a share of 6.300% Noncum Pref Stock, Ser S | New York Stock Exchange |
| 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty with respect thereto) | C/36Y | 7.625% TRUPs of Cap III (and registrant’s guaranty) | New York Stock Exchange |
| 7.875% Fixed Rate / Floating Rate Trust Preferred Securities (TruPS®) of Citigroup Capital XIII (and registrant’s guaranty with respect thereto) | C N | 7.875% FXD / FRN TruPS of Cap XIII (and registrant’s guaranty) | New York Stock Exchange |
| 6.829% Fixed Rate / Floating Rate Enhanced Trust Preferred Securities (Enhanced TruPS®) of Citigroup Capital XVIII (and registrant’s guaranty with respect thereto) | C/67BP | 6.829% FXD / FRN Enhanced TruPS of Cap XVIII (and registrant’s guaranty) | New York Stock Exchange |
| C-Tracks Exchange-Traded Notes Based on the Performance of the Miller/Howard MLP Fundamental Index Due September 28, 2023 | MLPC | C-Tracks ETN Miller/Howard MLP Fundamental Index Due Sept 2023 | NYSE Arca |
| C-Tracks Exchange-Traded Notes Miller/Howard Strategic Dividend Reinvestor Due September 16, 2024 | DIVC | C-Tracks ETN Miller/Howard Strategic Dividend Reinvestor Due Sept 2024 | NYSE Arca |
| C-Tracks Exchange-Traded Notes on the Miller/Howard MLP Fundamental Index, Series B, Due July 13, 2026 of Citigroup Global Markets Holdings Inc. (“CGMHI”) (and registrant’s guaranty with respect thereto) | MLPE | C-Tracks ETN Miller/Howard Fund, Ser B, Due July 2026 of CGMHI (and registrant’s guaranty) | NYSE Arca |
| Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. JPY Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | DJPY | ETN VelocityShares Daily 4X Long USD vs JPY Ind due Dec 2032 of CGMHI (and registrant’s guaranty) | NYSE Arca |
| Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. GBP Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | DGBP | ETN VelocityShares Daily 4X Long USD vs GBP Ind due Dec 2032 of CGMHI (and registrant’s guaranty) | NYSE Arca |
| Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. EUR Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | DEUR | ETN VelocityShares Daily 4X Long USD vs EUR Ind due Dec 2032 of CGMHI (and registrant’s guaranty) | NYSE Arca |
| Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. CHF Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | DCHF | ETN VelocityShares Daily 4X Long USD vs CHF Ind due Dec 2032 of CGMHI (and registrant’s guaranty) | NYSE Arca |
| Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. AUD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | DAUD | ETN VelocityShares Daily 4X Long USD vs AUD Ind due Dec 2032 of CGMHI (and registrant’s guaranty) | NYSE Arca |
| Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long JPY vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | UJPY | ETN VelocityShares Daily 4X Long JPY vs USD Ind due Dec 2032 of CGMHI (and registrant’s guaranty) | NYSE Arca |
| Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long EUR vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | UEUR | ETN VelocityShares Daily 4X Long EUR vs USD Ind due Dec 2032 of CGMHI (and registrant’s guaranty) | NYSE Arca |
| Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long GBP vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | UGBP | ETN VelocityShares Daily 4X Long GBP vs USD Ind due Dec 2032 of CGMHI (and registrant’s guaranty) | NYSE Arca |
| Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long CHF vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | UCHF | ETN VelocityShares Daily 4X Long CHF vs USD Ind due Dec 2032 of CGMHI (and registrant’s guaranty) | NYSE Arca |
| Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long AUD vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | UAUD | ETN VelocityShares Daily 4X Long AUD vs USD Ind due Dec 2032 of CGMHI (and registrant’s guaranty) | NYSE Arca |
| VelocityShares® Long LIBOR ETNs due August 16, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | ULBR | VelocityShares Long LIBOR ETNs due Aug 2032 of CGMHI (and registrant’s guaranty) | NYSE Arca |
| VelocityShares® Short LIBOR ETNs due August 16, 2032 of CGMHI (and registrant’s guaranty with respect thereto) | DLBR | VelocityShares Short LIBOR ETNs due Aug 2032 of CGMHI (and registrant’s guaranty) | NYSE Arca |
| Medium-Term Senior Notes, Series N, Callable Step-Up Coupon Notes Due March 31, 2036 of CGMHI (and registrant’s guaranty with respect thereto) | C/36A | MTN, Series N, Callable Step-Up Coupon Notes Due Mar 2036 of CGMHI (and registrant’s guaranty) | New York Stock Exchange |
| Medium-Term Senior Notes, Series G, Callable Fixed Rate Notes Due January 13, 2027 | C27C | MTN, Series G, Callable Fixed Rate Notes Due Jan 2027 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
CITIGROUP INC.
Current Report on Form 8-K
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
|
Exhibit No. |
Description |
|
| 4.01 | Second Supplemental Indenture dated as of April 13, 2020 among Citigroup Global Markets Holdings Inc., as issuer, Citigroup Inc., as guarantor, and The Bank of New York Mellon, as trustee, to Indenture dated as of March 8, 2016 | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 13, 2020 | CITIGROUP INC. | ||
| By: | /s/ Barbara Politi | ||
| Barbara Politi | |||
| Assistant Secretary | |||
Exhibit 4.01
citigroup
global markets holdings inc.
Issuer
Citigroup Inc.
Guarantor
and
THE BANK OF NEW YORK MELLON
Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of April 13, 2020
Supplemental to Indenture dated as of March 8, 2016
providing for the issuance of
Senior Debt Securities
SECOND SUPPLEMENTAL INDENTURE dated as of April 13, 2020 (this “Second Supplemental Indenture”), among Citigroup Global Markets Holdings Inc., a New York corporation (the “Company”), Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, as guarantor (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely as trustee (the “Trustee”) under the Indenture dated as of March 8, 2016 (as supplemented prior to the date hereof, the “Indenture”).
WHEREAS, pursuant to Section 15.01(a)(iii) of the Indenture, the Company, the Guarantor and the Trustee may enter into a supplemental indenture to change or eliminate any of the provisions of the Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision and as to which such supplemental indenture would apply;
WHEREAS, this Second Supplemental Indenture shall apply only to Securities issued on or after May 1, 2020 and shall not apply to any Security that is Outstanding, or that is part of a series (as defined in Section 6.10 of the Indenture) any Security of which is Outstanding, on the date hereof;
WHEREAS, all acts and requirements necessary to make this Second Supplemental Indenture a legal, valid and binding obligation of each of the Company and the Guarantor have been done;
WHEREAS, each of the Company and the Guarantor desires to enter into this Second Supplemental Indenture and hereby requests that the Trustee enter into the same;
NOW, THEREFORE, the Company, the Guarantor and the Trustee agree as follows:
ARTICLE ONE
Modifications
Section 1.01. Section 6.01(a)(ii) of the Indenture is hereby amended by adding the phrase “, which failure shall have continued unremedied for a period of 30 days” immediately after the phrase “as authorized by this Indenture or otherwise”.
ARTICLE TWO
Miscellaneous
Section 2.01. The Trustee accepts the trusts created by this Second Supplemental Indenture upon the terms and conditions set forth in the Indenture. The Trustee shall not be responsible or accountable in any manner whatsoever for or in respect of, and makes no representation with respect to, the validity or sufficiency of this Second Supplemental Indenture or the due execution hereof by the Company or the Guarantor and shall not be responsible in any manner whatsoever for or in respect of the correctness of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company and the Guarantor, as applicable.
Section 2.02. Capitalized terms used but not defined in this Second Supplemental Indenture shall have the meanings given to such terms in the Indenture.
Section 2.03. Except as hereby expressly modified, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
Section 2.04. This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes; but such counterparts shall together be deemed to constitute but one and the same instrument.
Section 2.05. This Second Supplemental Indenture shall apply only to Securities issued on or after May 1, 2020 and shall not apply to any Security that is Outstanding, or that is part of a series (as defined in Section 6.10 of the Indenture) any Security of which is Outstanding, on the date hereof.
IN WITNESS WHEREOF, each of CITIGROUP GLOBAL MARKETS HOLDINGS INC., CITIGROUP INC. and THE BANK OF NEW YORK MELLON, as Trustee, has caused this Second Supplemental Indenture to be signed by one of its officers thereunto duly authorized as of April 13, 2020.
| CITIGROUP GLOBAL MARKETS HOLDINGS INC., | |||
| as Company | |||
| By: | /s/ Gonzalo Martin | ||
| Name: | Gonzalo Martin | ||
| Title: | Treasurer | ||
| CITIGROUP INC., | |||
| as Guarantor | |||
| By: | /s/ Elissa Steinberg | ||
| Name: | Elissa Steinberg | ||
| Title: | Assistant Treasurer | ||
| THE BANK OF NEW YORK MELLON, | |||
| as Trustee | |||
| By: | /s/ Kelly Crosson | ||
| Name: | Kelly Crosson | ||
| Title: | Vice President | ||