U.S. 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) May 6, 2011
Citigroup Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 1-9924 | 52-1568099 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
399 Park Avenue, New York, New York |
10043 | |||
(Address of principal executive offices) | (Zip Code) |
(212) 559-1000
(Registrants 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)) |
CITIGROUP INC.
Current Report on Form 8-K
Item 3.03 | Material Modification to Rights of Security Holders. |
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Item 8.01 | Other Events. |
On May 6, 2011, Citigroup Inc. filed a Certificate of Amendment to its Restated Certificate of Incorporation (Certificate of Amendment) in order to effect a 1-for-10 reverse stock split and reduce the number of shares of common stock, par value $0.01 per share (the Common Stock), authorized under the Citigroup Restated Certificate of Incorporation, as amended, from 60 million to 6 million. The Certificate of Amendment was effective at 4:10 p.m. (Eastern Time) on May 6, 2011. The Certificate of Amendment and new specimen physical Common Stock certificate are filed as Exhibit 3.1 and 4.1, respectively, to this Current Report on Form 8-K and each is incorporated herein by reference.
On May 9, 2011, Citigroup announced that it had effected the Reverse Stock Split and that trading in the Common Stock on the New York Stock Exchange on a split-adjusted basis would begin the morning of May 9. This press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As a result of the reverse stock split, Citigroup was required to make adjustments to certain terms of its outstanding securities including the Warrants expiring October 28, 2018, the Warrants expiring January 4, 2019, the 7.50% T-DECS due December 15, 2012 and the 6.5% Non-Cumulative Convertible Preferred Stock, Series T. Adjustments were also made to the rights issued pursuant to the terms of Citigroups Tax Benefits Preservation Plan (the Plan). A chart summarizing the adjustments made to certain terms of Citigroups outstanding securities and a summary of the adjustments made to the Plan are filed as Exhibit 99.2 and 99.3, respectively to this Current Report on Form 8-K and each is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
|
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3.1 | Certificate of Amendment of the Restated Certificate of Incorporation of Citigroup Inc., dated May 6, 2011 | |
4.1 | Specimen Physical Common Stock Certificate of Citigroup Inc. | |
99.1 | Press Release, dated May 9, 2011, issued by Citigroup Inc. | |
99.2 | Adjustments to Certain Terms of Citigroup Securities in Connection with Reverse Stock Split | |
99.3 | Summary of Plan Adjustments, Citigroup Inc. Tax Benefits Preservation Plan |
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.
CITIGROUP INC. | ||||||
Dated: May 9, 2011 | ||||||
By: | /s/ M ICHAEL J. T ARPLEY | |||||
Name: | Michael J. Tarpley | |||||
Title: | Assistant Secretary |
Exhibit 3.1
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF CITIGROUP INC., FILED IN THIS OFFICE ON THE SIXTH DAY OF MAY, A.D. 2011, AT 9:30 OCLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE SIXTH DAY OF MAY, A.D. 2011, AT 4:10 OCLOCK P.M.
|
/s/ Jeffrey W. Bullock | |||||
Jeffrey W. Bullock, Secretary of State | ||||||
2154254 8100 |
AUTHENTICATION: 8743321 | |||||
110502205 |
DATE: 05-06-11 |
|||||
You may verify this certificate online at corp.delaware.gov/authver.shtml |
PAGE 1
State of Delaware Secretary of State Division of Corporations Delivered 09:34 AM 05/06/2011 FILED 09:30 AM 05/06/2011 SRV 110502205 2154254 FIIE |
CERTIFICATE OF AMENDMENT
OF THE RESTATED CERTIFICATE
OF INCORPORATION OF CITIGROUP INC.
The undersigned officer of Citigroup Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the Corporation), DOES HEREBY CERTIFY as follows:
FIRST: The name of the Corporation is Citigroup Inc.
SECOND: Upon the filing and effectiveness (the Effective Time) pursuant to the General Corporation Law of the State of Delaware (the DGCL) of this certificate of amendment to the restated certificate of incorporation of the Corporation, each ten shares of the Corporations common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be combined into one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the Reverse Stock Split). No certificates representing fractional shares of common stock shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of common stock shall be entitled to receive cash (without interest and subject to applicable withholding taxes) from the Corporations transfer agent in lieu of such fractional share interests automatically where shares are held in book-entry form and, where shares are held in certificated form, upon the submission of a properly completed and executed transmittal letter and the surrender of the stockholders Old Certificates (as defined below), in an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by the Corporations transfer agent of all fractional shares otherwise issuable. Each certificate that immediately prior to the Effective Time represented shares of common stock (Old Certificates), shall thereafter represent that number of shares of common stock into which the shares of common stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.
THIRD: At the Effective Time, Section (A) of Article FOURTH of the Restated Certificate of Incorporation of the Corporation shall be hereby amended to read in its entirety as follows:
A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is Six Billion Thirty Million (6,030,000,000). The total number of shares of Common Stock which the Corporation shall have authority to issue is Six Billion (6,000,000,000) shares of Common Stock having a par value of one cent ($.01) per share. The total number of shares of Preferred Stock which the Corporation shall have the authority to issue is Thirty Million (30,000,000) shares having a par value of one dollar ($1.00) per share.
FOURTH: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
FIFTH: The foregoing amendment shall be effective at 4:10 p.m. (Eastern Time), May 6 th , 2011.
IN WITNESS WHEREOF , the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer, this 6th day of May, 2011.
CITIGROUP INC. | ||||
By: | /s/ Michael S. Helfer | |||
Name: | Michael S. Helfer | |||
Title: | General Counsel and Corporate Secretary |
2
Exhibit 4.1
A statement of the designations, voting powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of such preferences and rights of each class of stock which the Company is authorized to issue is set forth in Article FOURTH of the Certificate of Incorporation, as amended, of the Company, copies of which Article may be obtained, without charge, from the office of the Company or from the office of the Transfer Agent.
Keep this certificate in a safe place. If it is lost, stolen or destroyed the Company will require a bond of indemnity as a condition to the issuance of a replacement certificate.
TEN COM |
| as tenants in common | UNIF GIFT MIN ACT/UNIF TRANS MIN ACT | | Custodian | |||||
(Cust) (Minor) | ||||||||||
TEN ENT |
| as tenants by the entireties | under Uniform Gifts/Trans to Minors | |||||||
JT TEN |
| as joint tenants with right of survivorship and not as tenants in common |
Act (State) |
Additional abbreviations may also be used though not in the above list.
For value received
the undersigned
hereby sell, assign
and transfer unto
Please print or typewrite name and address including postal zip code of assignee.
Please insert social security or other identifying number of assignee.
Shares
of the capital stock
represented by the within
Certificate, and do hereby
irrevocably constitute
and appoint
Attorney
to transfer the said
stock on the books
of the within named
Company with full power
of substitution in
the premises.
Dated
X
Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement, or any change whatever.
SIGNATURE(S) GUARANTEED: | ||
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. |
AMERICAN BANK NOTE COMPANY 711 ARMSTRONG LANE COLUMBIA, TENNESSEE 38401 (931) 388-3003 |
PRODUCTION COORDINATOR: Holly Groner 931-490-7660 PROOF OF: APRIL 1, 2011 CITIGROUP INC. TSB 3455 BK |
|
OPERATOR: JH | ||
NEW |
PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF
Exhibit 99.1
For Immediate Release
Citigroup Inc. (NYSE: C)
May 9, 2011
Citigroup Effects Reverse Stock Split;
C Begins Split-Adjusted Trading on NYSE Today
New York Citigroup Inc. today announced the effectiveness of its 1-for-10 reverse stock split of Citigroup common stock as of 4:10 p.m. Friday, May 6, 2011. Shares of Citigroup common stock will begin trading on a split-adjusted basis on the New York Stock Exchange under the symbol C when the exchange opens this morning. The shares will trade under a new CUSIP number (172967 42 4) and a new ISIN (US172967 424 2). More than 90% of Citigroups shareholders have twice approved extending the Boards authority to effect the reverse stock split since the reverse stock split was initially authorized by Citigroups shareholders in June 2009.
As previously disclosed, at effectiveness of the reverse stock split, every ten shares of outstanding Citigroup common stock were automatically combined into one share of common stock without any change in the par value per share. This reduced the number of outstanding shares of Citigroup common stock from approximately 29 billion to approximately 2.9 billion.
Executing the reverse stock split and our intention to reinstate a quarterly common stock dividend are important steps as we anticipate returning capital to shareholders starting next year, said Vikram Pandit, Chief Executive Officer of Citigroup. Taken together, we believe these actions will reduce volatility while broadening the base of potential investors. Now that we have established consistent profitability, we are working towards our next goal of responsible growth.
No fractional shares were issued in connection with the reverse stock split. Instead, Citis transfer agent will aggregate all fractional shares that otherwise would have been issued as a result of the reverse stock split and those shares will be sold into the market. Shareholders who would otherwise hold a fractional share of Citigroup common stock will receive a cash payment from the net proceeds of that sale in lieu of such fractional share. Additional information on the treatment of fractional shares and other effects of the reverse stock split can be found in Citis definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2010.
As a result of the reverse stock split, adjustments are required to be made to certain of Citis outstanding securities including its warrants, convertible preferred stock, T-DECS and the rights issued pursuant to the terms of Citis Tax Benefits Preservation Plan (the Plan). The chart attached as Annex A summarizes the key adjustments effected for each series of outstanding securities affected by the reverse stock split and Annex B provides an overview of the changes to the Plan.
# # #
Citi, the leading global financial services company, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Through Citicorp and Citi Holdings, Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management. Additional information may be found at www.citigroup.com .
Certain statements in this release, including without limitation Citis intention to reinstate its common stock dividend during the second quarter of 2011, the return of capital to shareholders in 2012, any reduction in the volatility of the price of or increase in the shareholder base for Citi common stock and statements regarding Citis business strategy are forward-looking statements within the meaning of the rules and regulations of the SEC. These statements are based on managements current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, including without limitation (i) receipt of the required approval from the Citi Board of Directors for the declaration of any dividends, (ii) Citis results of operations and financial condition, (iii) future regulatory approvals for the return of capital to shareholders, and (iv) the precautionary statements included in Citis filings with the SEC, including without limitation the Risk Factors section of Citis 2010 Annual Report on Form 10-K.
Media Contacts: | Jon Diat | (212)793-5462 | ||||
Shannon Bell | (212)793-6206 | |||||
Investors: | John Andrews | (212)559-2718 | ||||
Fixed Income Investors: | Ilene Fiszel Bieler | (212)559-5091 |
Exhibit 99.2
Annex A
Adjustments to Certain Terms of Citigroup Securities in Connection with Reverse Stock
Split
All Adjustments Effective at 4:10 p.m. (Eastern Time) on May 6, 2011
Warrants Due October 28, 2018 (CUSIP No.: 172967 234) (NYSE: C WS B)
(Capitalized terms are as defined in the related Global Warrant dated January 31, 2011)
Warrant Share Number Prior to Adjustment | Warrant Share Number After Adjustment | Adjustment Formula | ||
One share of common stock | 1/10 th of one share of common stock | Warrant Share Number prior to adjustment proportionally adjusted in light of combination of shares = | ||
1 ÷ 10 = | ||||
1/10 | ||||
Exercise Price Prior to Adjustment | Exercise Price After Adjustment | Adjustment Formula | ||
$17.85 | $178.50 | Exercise Price after adjustment = Exercise Price prior to adjustment × (Warrant Share Number prior to adjustment ÷ Warrant Share Number after adjustment) = | ||
$17.85 × (1 ÷ 1/10) = | ||||
$178.50 |
Warrants Due January 4, 2019 (CUSIP No.: 172967 226) (NYSE: C WS A)
(Capitalized terms are as defined in the related Global Warrant dated January 31, 2011)
Warrant Share Number Prior to Adjustment | Warrant Share Number After Adjustment | Adjustment Formula | ||
One share of common stock | 1/10 th of one share of common stock | Warrant Share Number prior to adjustment proportionally adjusted in light of combination of shares = | ||
1 ÷ 10 = | ||||
1/10 | ||||
Exercise Price Prior to Adjustment | Exercise Price After Adjustment | Adjustment Formula | ||
$10.61 | $106.10 | Exercise Price after adjustment = Exercise Price prior to adjustment × (Warrant Share Number prior to adjustment ÷ Warrant Share Number after adjustment) = | ||
$10.61 × (1 ÷ 1/10) = | ||||
$106.10 |
7.50% T-DECS Due December 15, 2012 (CUSIP No.: 172967 416) (NYSE: CPRH)
(Terms below are used as described in the related Final Prospectus dated December 16, 2009)
Fixed Settlement Rate Prior to Adjustment | Fixed Settlement Rate After Adjustment | Adjustment Formula for Fixed Settlement Rate | ||
If the applicable market value equals or exceeds $3.94, the fixed settlement rate will equal 25.3968 shares of common stock (the minimum settlement rate) | If the applicable market value equals or exceeds $39.37, the fixed settlement rate will equal 2.5397 shares of common stock (the minimum settlement rate) |
SR 1 = SR 0 × (OS 1 ÷OS 0 ), where
SR 0 = the fixed settlement rate in effect at the close of business on the record date SR 1 = the fixed settlement rate in effect immediately after the record date OS 0 = the number of shares of Citigroup common stock outstanding at the close of business on the record date prior to giving effect to such event OS 1 = the number of shares of Citigroup common stock that would be outstanding immediately after, and solely as a result of, such event = |
||
SR 1 = 25.3968 × (1/10) = | ||||
SR 1 = 2.5397 | ||||
If the applicable market value is greater than $3.15 but less than $3.94, the fixed settlement rate will equal a number of shares of common stock having a value (based on the applicable market value) equal to $100 | If the applicable market value is greater than $31.50 but less than $39.37, the fixed settlement rate will equal a number of shares of common stock having a value (based on the applicable market value) equal to $100 | |||
If the applicable market value is less than or equal to $3.15, the fixed settlement rate will equal 31.7460 shares of common stock (the maximum settlement rate) | If the applicable market value is less than or equal to $31.50, the fixed settlement rate will equal 3.1746 shares of common stock (the maximum settlement rate) |
SR 1 = SR 0 × (OS 1 ÷OS 0 ), where
SR 0 = the fixed settlement rate in effect at the close of business on the record date SR 1 = the fixed settlement rate in effect immediately after the record date |
OS 0 = the number of shares of Citigroup common stock outstanding at the close of business on the record date prior to giving effect to such event OS 1 = the number of shares of Citigroup common stock that would be outstanding immediately after, and solely as a result of, such event = |
||||
SR 1 = 31.7460 × (1/10) = | ||||
SR 1 = 3.1746 | ||||
Early Settlement Rate Prior to Adjustment | Early Settlement Rate After Adjustment | |||
25.3968 shares of common stock (the minimum settlement rate) | 2.5397 shares of common stock (the minimum settlement rate) | |||
Fundamental Change Early Settlement Rate Prior to Adjustment |
The following table sets forth the fundamental change early settlement rate per purchase contract for each stock price and effective date set forth below:
Effective Date | ||||||||||||
Stock Price |
December 15, 2010 | December 15, 2011 | December 15, 2012 | |||||||||
$1.00 |
30.2782 | 31.4081 | 31.7460 | |||||||||
$2.00 |
27.6004 | 29.3430 | 31.7460 |
$2.50 |
26.6896 | 28.1419 | 31.7460 | |||||||||
$3.00 |
26.0654 | 27.1550 | 31.7460 | |||||||||
$3.15 |
25.9221 | 26.9180 | 31.7460 | |||||||||
$3.25 |
25.8348 | 26.7738 | 30.7692 | |||||||||
$3.50 |
25.6477 | 26.4510 | 28.5714 | |||||||||
$3.75 |
25.5036 | 26.1926 | 26.6667 | |||||||||
$3.94 |
25.4099 | 26.0255 | 25.3968 | |||||||||
$4.00 |
25.3821 | 25.9771 | 25.3968 | |||||||||
$4.50 |
25.2131 | 25.6714 | 25.3968 | |||||||||
$5.00 |
25.1126 | 25.4886 | 25.3968 |
The exact stock prices and effective dates may not be set forth in the table above, in which case:
|
if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the fundamental change early settlement rate will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year; |
|
if the stock price is greater than $5.00 per share (subject to adjustment as described in the Final Prospectus), the fundamental change early settlement rate will be the minimum settlement rate; or |
|
if the stock price is less than $1.00 per share (subject to adjustment as described in the Final Prospectus), the minimum stock price, the fundamental change early settlement rate will be determined as if the stock price equaled the minimum stock price, and using straight line interpolation, as described in the first bullet of this paragraph, if the effective date is between two dates in the table. |
Fundamental Change
Early Settlement Rate
After Adjustment
The following table sets forth the fundamental change early settlement rate per purchase contract for each stock price and effective date set forth below:
Effective Date | ||||||||||||
Stock Price |
December 15, 2010 | December 15, 2011 | December 15, 2012 | |||||||||
$10.00 |
3.0278 | 3.1408 | 3.1746 | |||||||||
$20.00 |
2.7600 | 2.9343 | 3.1746 | |||||||||
$25.00 |
2.6690 | 2.8142 | 3.1746 | |||||||||
$30.00 |
2.6065 | 2.7155 | 3.1746 | |||||||||
$31.50 |
2.5922 | 2.6918 | 3.1746 | |||||||||
$32.50 |
2.5835 | 2.6774 | 3.0769 | |||||||||
$35.00 |
2.5648 | 2.6451 | 2.8571 | |||||||||
$37.50 |
2.5504 | 2.6193 | 2.6667 | |||||||||
$39.40 |
2.5410 | 2.6026 | 2.5397 | |||||||||
$40.00 |
2.5382 | 2.5977 | 2.5397 | |||||||||
$45.00 |
2.5213 | 2.5671 | 2.5397 | |||||||||
$50.00 |
2.5113 | 2.5489 | 2.5397 |
The exact stock prices and effective dates may not be set forth in the table above, in which case:
|
if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the fundamental change early settlement rate will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year; |
|
if the stock price is greater than $50.00 per share (subject to adjustment as described in the Final Prospectus), the fundamental change early settlement rate will be the minimum settlement rate; or |
|
if the stock price is less than $10.00 per share (subject to adjustment as described in the final prospectus), the minimum stock price, the fundamental change early settlement rate will be determined as if the stock price equaled the minimum stock price, and using straight line interpolation, as described in the first bullet of this paragraph, if the effective date is between two dates in the table. |
6.5% Non-Cumulative Convertible Preferred Stock, Series T (CUSIP No.: 172967 598)
(NYSE: CPRI)
(Terms below are used as described in the related Final Prospectus dated January 17, 2008)
Conversion Rate Prior to Adjustment (Implied Conversion Price Prior to Adjustment) |
Conversion Rate After Adjustment (Implied Conversion Price After Adjustment) |
Adjustment Formula | ||
1,482.3503 shares of common stock [1.4823503 shares per Despositary Share]
($33.73) |
148.2350 shares of common stock [0.1482350 shares per Despositary Share]
($337.30) |
CR 1 = CR 0 x (OS 1 ÷ OS 0 ), where
CR 0 = the conversion rate in effect at the close of business on the record date
CR 1 = the conversion rate in effect immediately after the record date OS 0 = the number of shares of Citigroup common stock outstanding at the close of business on the record date prior to giving effect to such event OS 1 = the number of shares of Citigroup common stock that would be outstanding immediately after, and solely as a result of, such event =
CR 1 = 1,482.3503 x (1/10) =
CR 1 = 148.2350 |
Make-Whole Shares
Prior to Adjustment
Stock Price | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Effective Date |
$26.35 | $29.00 | $31.50 | $34.00 | $36.50 | $39.00 | $41.50 | $45.00 | $50.00 | $55.00 | $60.00 | $70.00 | $80.00 | |||||||||||||||||||||||||||||||||||||||
February 15, 2011 |
395.7941 | 307.9461 | 245.7090 | 198.1091 | 161.3901 | 132.8521 | 110.5526 | 86.9818 | 64.1080 | 49.3099 | 39.4578 | 27.8596 | 21.5687 | |||||||||||||||||||||||||||||||||||||||
February 15, 2012 |
381.2183 | 289.4432 | 223.9699 | 173.5976 | 134.6697 | 104.5878 | 81.4242 | 57.8404 | 36.6760 | 24.6960 | 17.9378 | 11.6860 | 9.0663 | |||||||||||||||||||||||||||||||||||||||
February 15, 2013 |
357.8192 | 261.7929 | 193.6996 | 140.8052 | 98.3019 | 63.0255 | 33.5871 | 4.8144 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | |||||||||||||||||||||||||||||||||||||||
February 15, 2014 |
332.5456 | 231.2139 | 162.2294 | 112.0320 | 74.8500 | 46.3888 | 24.1098 | 3.2856 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | |||||||||||||||||||||||||||||||||||||||
February 15, 2015 |
305.5186 | 179.3119 | 85.2333 | 2.7684 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 |
The exact stock price and effective dates may not be set forth on the table, in which case:
|
if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the number of make-whole shares will be determined by straight-line interpolation between the number of make-whole shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year; |
|
if the stock price is in excess of $80.00 per share (subject to adjustment as described in the Final Prospectus), no make-whole shares will be issued upon conversion of the Convertible Preferred Stock; and |
|
if the stock price is less than $26.35 per share (subject to adjustment as described in the Final Prospectus), no make-whole shares will be issued upon conversion of the Convertible Preferred Stock. |
Make-Whole Shares
After Adjustment
Stock Price | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Effective Date |
$263.50 | $290.00 | $315.00 | $340.00 | $365.00 | $390.00 | $415.00 | $450.00 | $500.00 | $550.00 | $600.00 | $700.00 | $800.00 | |||||||||||||||||||||||||||||||||||||||
February 15, 2011 | 39.5794 | 30.7946 | 24.5709 | 19.8109 | 16.1390 | 13.2852 | 11.0553 | 8.6982 | 6.4108 | 4.9310 | 3.9458 | 2.7860 | 2.1569 | |||||||||||||||||||||||||||||||||||||||
February 15, 2012 | 38.1218 | 28.9443 | 22.3970 | 17.3598 | 13.4670 | 10.4588 | 8.1424 | 5.7840 | 3.6676 | 2.4696 | 1.7938 | 1.1686 | 0.9066 | |||||||||||||||||||||||||||||||||||||||
February 15, 2013 | 35.7819 | 26.1793 | 19.3700 | 14.0805 | 9.8302 | 6.3026 | 3.3587 | 0.4814 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | |||||||||||||||||||||||||||||||||||||||
February 15, 2014 | 33.2546 | 23.1214 | 16.2229 | 11.2032 | 7.4850 | 4.6389 | 2.4110 | 0.3286 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | |||||||||||||||||||||||||||||||||||||||
February 15, 2015 | 30.5519 | 17.9312 | 8.5233 | 0.2768 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 |
The exact stock price and effective dates may not be set forth on the table, in which case:
|
if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the number of make-whole shares will be determined by straight-line interpolation between the number of make-whole shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year; |
|
if the stock price is in excess of $800.00 per share (subject to adjustment as described in the Final Prospectus), no make-whole shares will be issued upon conversion of the Convertible Preferred Stock; and |
|
if the stock price is less than $263.50 per share (subject to adjustment as described in the Final Prospectus), no make-whole shares will be issued upon conversion of the Convertible Preferred Stock. |
Fundamental Change
Prior to Adjustment
In lieu of receiving the make-whole shares, if the reference price (as defined in the Final Prospectus) in connection with a make-whole acquisition is less than the applicable conversion price (a fundamental change), a holder may instead elect to convert such holders shares of Convertible Preferred Stock during the make-whole acquisition conversion period at an adjusted conversion price equal to the greater of (1) the reference price and (2) $18.45, subject to adjustment (the base price).
If the reference price is less than the base price, holders will receive a maximum of 2,710.5834 shares of Citigroup common stock per share of Convertible Preferred Stock, subject to adjustment as described in the Final Prospectus) , which may result in a holder receiving value that is less than the liquidation preference of the Convertible Preferred Stock.
Fundamental Change
After Adjustment
In lieu of receiving the make-whole shares, if the reference price (as defined in the Final Prospectus) in connection with a make-whole acquisition is less than the applicable conversion price (a fundamental change), a holder may instead elect to convert such holders shares of Convertible Preferred Stock during the make-whole acquisition conversion period at an adjusted conversion price equal to the greater of (1) the reference price and (2) $180.45, subject to adjustment (the base price).
If the reference price is less than the base price, holders will receive a maximum of 271.0583 shares of Citigroup common stock per share of Convertible Preferred Stock, subject to adjustment as described in the Final Prospectus) , which may result in a holder receiving value that is less than the liquidation preference of the Convertible Preferred Stock.
Exhibit 99.3
Annex B
SUMMARY OF PLAN ADJUSTMENTS
CITIGROUP INC.
TAX BENEFITS PRESERVATION PLAN
As of 4:10 p.m. on May 6, 2011, Citigroup Inc., a Delaware corporation (the Company), effected (i) a reverse stock split of the Companys common stock at a ratio of 1-for-10 and (ii) a corresponding proportionate reduction in the total number of authorized shares of the Companys common stock so that after giving effect to such reduction, the total number of authorized shares of the Companys common stock was 6,000,000,000 (the Reverse Split Actions).
Under Section 3(d) of the Tax Benefits Preservation Plan, dated as of June 9, 2009 (the Plan), between the Company and Computershare Trust Company, N.A., as rights agent (the Rights Agent), one preferred stock purchase right (a Right) is associated with each issued and outstanding share of the Companys common stock. Under Section 9(a)(i) of the Plan, the Purchase Price, the Redemption Price (as such terms are defined in the Plan) and the number of outstanding Rights shall be proportionately adjusted by the board of directors of the Company upon any change in the common stock by reason of a reverse stock split.
Pursuant to the terms of the Plan, on June 9, 2009 the Companys board of directors declared a dividend of one Right for each outstanding (i) share of the Companys common stock and (ii) one-millionth of a share of the Series M preferred stock (the Interim Securities). The dividend was paid on June 22, 2009 to holders of record of the Companys common stock and Interim Securities. Each Right initially represented the right to purchase, for $20.00, one one-millionth of a share of Series R Cumulative Participating Preferred Stock, par value $1.00 per share. Upon conversion of the Interim Securities into common stock of the Company on September 11, 2009, the Rights associated with such Interim Securities were extinguished and the common stock issued upon such conversion was issued with Rights attached thereto.
Pursuant to an adjustment mechanism set forth in the Plan and the resolutions of the Companys board of directors dated April 21, 2011, upon the effectiveness of the Reverse Split Actions (the Effective Time), (i) the Purchase Price was adjusted in proportion to the reverse stock split to be $200.00 and (ii) the Redemption Price was adjusted in proportion to the reverse stock split to be $0.0001 per Right. Following the Effective Time, one Right continued to be associated with each issued and outstanding share of the Companys common stock, and the total number of Rights outstanding was reduced in proportion to the reverse stock split so that such number became equal to the number of issued and outstanding shares of the Companys common stock.
The aforementioned adjustments have been made in order to ensure that the reverse stock split has not had the effect of reducing or limiting the benefits possessed by the holders of the Rights immediately prior to the Effective Time.