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This excerpt taken from the C 8-K filed Jun 10, 2009. General: Pursuant
to the Exchange Agreement with the U.S. Treasury, the U.S. Treasury will
exchange an amount of its preferred stock for newly issued warrants of Citigroup
and Interim Securities to match on a “dollar-for-dollar” basis with the
aggregate liquidation preference of the preferred stock exchanged by all of the
private holders of its convertible preferred stock issued in January
2008 (the “ These excerpts taken from the C 8-K filed Jan 15, 2008. General
Shares of the Convertible Preferred Stock represent a single series of Citigroup authorized preferred stock, and are convertible into shares of Citigroup common stock as described below. Citigroup is offering depositary shares representing shares of Convertible Preferred Stock ($ aggregate liquidation preference), $1.00 par value, with each share of Convertible Preferred Stock having a liquidation preference of $50,000 per share. Each depositary share represents a 1/1,000th interest in a share of the Convertible Preferred Stock (equivalent to $50 per depositary share). Each depositary share entitles the holder to a proportional fractional interest in a share of Convertible Preferred Stock, including conversion, dividend, voting, redemption and liquidation rights.
Citigroup is issuing in concurrent private placements $ aggregate liquidation preference of additional series of convertible preferred stock represented by depositary shares. Such additional convertible preferred stock and depositary shares have the same terms as, and rank equally with, the Convertible Preferred Stock and the related depositary shares.
Holders of the Convertible Preferred Stock have no preemptive rights. Shares of the Convertible Preferred Stock, upon issuance against full payment of the purchase price for the depositary shares, will be fully paid and nonassessable. The depositary will be the sole holder of shares of the Convertible Preferred Stock. The holders of depositary shares will be required to exercise their proportional rights in the Convertible Preferred Stock through the depositary, as described in “Description of the Depositary Shares” below.
The Convertible Preferred Stock will rank senior to Citigroup common stock and any other stock that is expressly made junior to the preferred stock as to payment of dividends and distribution of assets upon the liquidation, dissolution or winding up of Citigroup. As of the date of this description, Citigroup has shares of several series of preferred stock outstanding, as set forth below under “— Outstanding Series of Preferred Stock.” In addition, Citigroup may from time to time, without notice to or consent from the holders of the Convertible Preferred Stock, create and issue additional shares of preferred stock ranking equally with or junior to the Convertible Preferred Stock as to dividends and distribution of assets upon the liquidation, dissolution or winding up of Citigroup.
The Convertible Preferred Stock will not be subject to any sinking fund or other obligation of Citigroup to redeem or repurchase the Convertible Preferred Stock.
General. The following provisions will apply if,
prior to the conversion date, one of the following events occur:
(a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of Citigroup common equity representing more than 50% of the voting power of Citigroup common stock; or
(b) consummation of any consolidation or merger of Citigroup or similar transaction or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the property and assets of Citigroup to any person other than one of Citigroup’s subsidiaries, in each case pursuant to which Citigroup common stock will be converted into cash, securities or other property, other than pursuant to a transaction in which the persons that “beneficially owned” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, voting shares of Citigroup immediately prior to such transaction beneficially own, directly or indirectly, voting shares representing a majority of the total voting power of all outstanding classes of voting shares of the continuing or surviving person immediately after the transaction.
These transactions are referred to as “make-whole acquisitions”; provided, however that a make-whole acquisition will not be deemed to have occurred if at least 90% of the consideration received by holders of Citigroup common stock in the transaction or transactions consists of shares of common stock or depositary receipts in respect of common stock that are traded on a U.S. national securities exchange or securities exchange in the European Economic Area or that will be so traded when issued or exchanged in connection with a make-whole acquisition.
The phrase “all or substantially all” of Citigroup’s property and assets is likely to be interpreted by reference to applicable state law at the relevant time, and will be dependent on the facts and circumstances existing at such time. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer is of “all or substantially all” of Citigroup’s property and assets.
Upon a make-whole acquisition, Citigroup will, in the circumstances and in the manner described below, increase the conversion rate in respect of any conversions of the Convertible Preferred Stock that occur during the period (the “make-whole acquisition conversion period”)
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beginning on the effective date of the make-whole acquisition (the “effective date”) and ending on the date that is 30 days after the effective date, by a number of additional shares of common stock (the “make-whole shares”).
Citigroup will notify holders, at least 20 days prior to the anticipated effective date of such make-whole acquisition, of the anticipated effective date of such transaction, and whether the make-whole acquisition is anticipated to be a fundamental change (as defined below). The notice will specify the anticipated effective date of the make-whole acquisition and the date by which each holder’s make-whole acquisition conversion right must be exercised. Citigroup will also notify holders on the effective date of such make-whole acquisition specifying, among other things, the date that is 30 days after the effective date, the number of make-whole shares (and, if such make-whole acquisition is a fundamental change, the base price (as defined below)) and the amount of the cash, securities and other consideration receivable by the holder upon conversion. To exercise the make-whole acquisition conversion right, a holder must comply with the requirements listed above under “— Conversion Procedures” on or before the close of business on the date specified in the notice and indicate that it is exercising the make-whole acquisition conversion right. If a holder does not elect to exercise the make-whole acquisition conversion right, such holder will not be eligible to receive make-whole shares and such holder’s shares of the Convertible Preferred Stock will remain outstanding (subject to the holder electing to convert such holder’s shares as described below under “— Fundamental Changes,” if applicable).
General
Citigroup is issuing proportional fractional interests in the Convertible Preferred Stock in the form of depositary shares. Each depositary share represents a 1/1,000th interest in a share of the Convertible Preferred Stock. Subject to the terms of the deposit agreement, the depositary shares will be entitled to all the rights and preferences of the Convertible Preferred Stock, as applicable, in proportion to the applicable fraction of a share of Convertible Preferred Stock those depositary shares represent.
In this description, references to “holders” of depositary shares mean those who have depositary shares registered in their own names on the books maintained by the depositary and, if the Convertible Preferred Stock is held in book-entry form through DTC, not indirect holders who own beneficial interests in depositary shares registered in the street name of, or issued in book-entry form through, DTC.
This excerpt taken from the C 8-K filed Sep 28, 2005. General
This Note is one of a duly authorized issue of debt securities of the Company (the “Debt Securities”), issued and to be issued in one or more series under a Senior Debt Indenture, dated as of June 1, 2005 (the “Indenture”), among the Company, the Guarantor and The Bank of New York, as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the holders of the SynDECS, and the terms upon which the SynDECS are, and are to be, authenticated and delivered.
If an Event of Default with respect to the SynDECS shall have occurred and be continuing, the principal of the SynDECS may be declared due and payable in the manner and with the effect provided in the Indenture. In such case, the amount declared due and payable upon any acceleration permitted by the Indenture will be equal to, with respect to this Note, the sum of the Daily Amounts for each of the 20 Trading Days immediately preceding but not including the date upon which the SynDECS are declared to be immediately due and payable. In case of default at Maturity of this Note, this Note shall continue to accrue interest, on the basis provided for in Paragraph 4 hereof, payable upon demand of the beneficial owners of this Note in accordance with the terms of the SynDECS, from and after Maturity through the date when the principal amount of this Note has been exchanged for shares of Genworth Class A Common Stock or other property (or the equivalent value in cash) in accordance with the Indenture.
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The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company, the Guarantor and the rights of the holders of the Debt Securities of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Holders of a majority in aggregate principal amount of the Debt Securities at the time Outstanding of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Debt Securities of any series at the time Outstanding, on behalf of the Holders of all Debt Securities of such series, to waive compliance by the Company and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
The Holder of this Note may not enforce such Holder’s rights pursuant to the Indenture or the Notes except as provided in the Indenture. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company to pay the Maturity Payment with respect to this Note, and to pay any interest on any overdue amount thereof at the time, place and rate, and in the coin or currency, herein prescribed.
All terms used in this Note which are defined in the Indenture but not in this Note shall have the meanings assigned to them in the Indenture.
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