C » Topics » Convertible Preferred Placement Terms
This excerpt taken from the C 8-K filed Jan 15, 2008.
Convertible Preferred
Placement Terms
Placement Terms
Offering
·
Total:
$12.5B
Dividends
·
7.00%,
non-cumulative, payable quarterly, subject to adjustment in certain limited
circumstances
Maturity
·
Perpetual
Call Protection
·
Non-callable
prior to year 7, subject to a capital replacement covenant prior to year 12
Forced Conversion
·
After
year 5, Citi may force conversion if its stock price exceeds 130% of the
conversion price
Conversion
Premium
·
20%,
subject to adjustment in certain limited circumstances
Conversion Rights
·
Investor
may convert the preferred stock at any time prior to a redemption date at the
prevailing conversion price
Transfer
Restrictions &
·
Six
month transfer restrictions, thereafter transfer subject to certain manner of
sale restrictions
Standstills
·
Six
month lock up on sale or hedging transaction
Standstills
·
Customary
standstill provisions, including restrictions on acting in concert and
seeking to influence management and ownership caps for each investor based on
bank regulatory and foreign ownership restrictions and other provisions
Conversion
Premium Reset
·
There
will be certain conversion premium adjustments if Citi issues, within one
year, certain securities in excess of $5B for which the reference price
and/or conversion price is lower
