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This excerpt taken from the C 8-K filed Jan 15, 2008. Optional Redemption
The Convertible Preferred Stock is perpetual and has no maturity date. Except as provided below, the Convertible Preferred Stock is not redeemable prior to the dividend payment date occurring on February 15, 2015.
Citigroup may redeem the Convertible Preferred Stock, in whole or in part, on any dividend payment date on or after February 15, 2015 as to which Citigroup has declared a dividend in full on the Convertible Preferred Stock at a redemption price equal to $50,000 per share (equivalent to $50 per depositary share).
Citigroup also may redeem the Convertible Preferred Stock at a redemption price equal to $50,000 per share (equivalent to $50 per depositary share), plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of redemption, at any time, in whole but not in part, if the aggregate liquidation preference of the outstanding Convertible Preferred Stock is equal to 5% or less of the aggregate liquidation preference of the shares of Convertible Preferred Stock originally issued.
If the Convertible Preferred Stock has been called for redemption, the holder will be entitled to convert the Convertible Preferred Stock from the date of notice of the redemption
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until the close of business on the second Business Day immediately preceding the date of redemption.
Dividends on the shares redeemed will cease to accrue on the redemption date. Redemption of the Convertible Preferred Stock is subject to receipt of any required prior approvals from the Federal Reserve Board.
Any redemption of the Convertible Preferred Stock prior to , 2020 will also be subject to the terms of a capital replacement covenant that Citigroup will enter into.
If Citigroup decides to redeem fewer than all of the outstanding shares of Convertible Preferred Stock, the shares of Convertible Preferred Stock to be redeemed will be selected on a pro rata basis, by lot or in such other manner as the board of directors of Citigroup or any duly authorized committee of the board of directors may determine to be fair and equitable.
If Citigroup exercises its redemption right with respect to some or all of the series of convertible preferred stock and related depositary shares being issued in concurrent private placements, including the Convertible Preferred Stock and the related depositary shares, then Citigroup will select among the various series and related depositary shares with respect to which it will exercise its redemption right on a pro rata basis, by lot or in such other manner as the board of directors of Citigroup or any duly authorized committee of the board of directors may determine to be fair and equitable.
If Citigroup redeems shares of the Convertible Preferred Stock, Citigroup will provide notice by first class mail to the holders of record of the shares of the Convertible Preferred Stock to be redeemed. That notice will be mailed not less than 30 days and not more than 60 days prior to the date fixed for the redemption. Each notice of redemption will include a statement setting forth:
(i) the redemption date;
(ii) the number of shares of the Convertible Preferred Stock to be redeemed and, if less than all the shares of a holder are to be redeemed, the number of shares of the Convertible Preferred Stock to be redeemed;
(iii) the redemption price;
(iv) the place or places where the certificates for those shares are to be surrendered for payment of the redemption price, if applicable; and
(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.
Notwithstanding the foregoing, if the Convertible Preferred Stock is held in book-entry form through DTC, Citigroup may give such notice in any manner permitted by DTC.
Neither the holders of the Convertible Preferred Stock nor the holders of the related depositary shares have the right to require redemption of the Convertible Preferred Stock.
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