Current Report — Form 8-K Filing Table of Contents
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2: EX-99.1 Miscellaneous Exhibit HTML 28K
3: EX-99.2 Miscellaneous Exhibit HTML 524K
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CITIGROUP
INC.
Current
Report on Form 8-K
Item
3.02Unregistered
Sales of Equity Securities.
(a)
On
November 26,
2007,
Citigroup Inc. (“Citigroup”) announced that it had reached an agreement
to
sell
Equity Units, with mandatory conversion into shares of Citigroup common stock,
in a private placement under Rule 4(2) of the Securities Act of 1933
to
Abu
Dhabi Investment Authority (“ADIA”)
in the
amount of $7.5 billion. ADIA’s aggregate ownership in Citigroup common stock,
including the conversion of these Equity Units, will total no more than 4.9%
of
Citigroup’s total shares of common stock outstanding. ADIA has agreed not to own
more than a 4.9% stake in Citigroup’s total outstanding common stock, and will
have no special rights of ownership or control and no role in the management
or
governance of Citigroup, including no right to designate a member of the
Citigroup Board of Directors. Substantially all of the investment proceeds
will
be treated as Tier 1 capital for regulatory capital purposes. The investment
is
expected to close within the next several days.
Each
Equity Unit is mandatorily convertible into shares of Citigroup common stock
at
prices ranging from $31.83 to $37.24 per share. The Equity Units convert into
shares of Citigroup common stock on dates ranging from March 15, 2010, to
September 15, 2011, subject to adjustment. Each Equity Unit will pay a fixed
annual payment rate of 11%, payable quarterly. The payment rate reflects market
terms based on the conversion premium as well as Citigroup’s current dividend
yield.
A
copy of
the press release announcing this investment and including selected terms of
the
Equity Units is being filed as Exhibit 99.1 to this Form 8-K. A full description
of the terms of the Equity Units is being filed as Exhibit 99.2 to this Form
8-K. Both exhibits are incorporated herein by reference in their
entirety.
Item
9.01Financial
Statements and Exhibits.
(d)
Exhibits:
Exhibit No.
Description
99.1
Press
release, dated November 26,
2007, issued by Citigroup Inc.
99.2
Form of Description of Upper DECS Equity Units
2
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:
November
27,
2007
CITIGROUP
INC.
By:
/s/
Charles E. Wainhouse
Charles
E. Wainhouse
Assistant
Treasurer
3
Dates Referenced Herein and Documents Incorporated by Reference
