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This excerpt taken from the C 8-K filed Jan 16, 2009. SECURITIES PURCHASE AGREEMENT,
dated January 15, 2009 (this “Agreement”), between
Citigroup Inc., a Delaware corporation (the “Company”), the United States
Department of the Treasury (the “UST”) and the Federal Deposit
Insurance Corporation (the “FDIC” and, together with the
UST, the “Investors”).
Recitals:
WHEREAS,
the Company agrees to expand the flow of credit to U.S. consumers and businesses
on competitive terms to promote the sustained growth and vitality of the U.S.
economy;
WHEREAS,
the Company agrees to work diligently, under existing programs, to modify the
terms of residential mortgages as appropriate to strengthen the health of the
U.S. housing market; and
WHEREAS,
pursuant to the terms of that certain Master Agreement, dated as of the date
hereof, by and among the Company and certain of its Affiliates, the Investors
and the Federal Reserve Bank of New York (the “Master Agreement”), and as
consideration for the loss protection to be provided by the Investors to the
Company and certain of its affiliates under the Master Agreement, the Company
intends to issue to the Investors in a private placement 7,059 shares of its
preferred stock (the “Designated Preferred Stock”)
designated as “Fixed Rate Cumulative Perpetual Preferred Stock Series G”
(together with any additional shares of Designated Preferred Stock issued
pursuant to the Master Agreement, the “Preferred Shares”) and a
warrant to purchase 66,531,728 shares of its Common Stock (“Common Stock”) (together with
any additional warrants to purchase shares of Common Stock issued pursuant to
the Master Agreement, the “Warrant” and, together with
the Preferred
Shares, the “Securities”).
This excerpt taken from the C 8-K filed Dec 31, 2008. SECURITIES PURCHASE AGREEMENT,
dated December 31, 2008 (this “Agreement”), between
Citigroup Inc., a Delaware corporation (the “Company”), and the United
States Department of the Treasury (the “Investor”).
Recitals:
WHEREAS,
the Investor may from time to time agree to purchase shares of preferred stock
and warrants from eligible financial institutions under the Troubled Asset
Relief Program (“TARP”);
WHEREAS,
the Company agrees to expand the flow of credit to U.S. consumers and businesses
on competitive terms to promote the sustained growth and vitality of the U.S.
economy;
WHEREAS,
the Company agrees to work diligently, under existing programs, to modify the
terms of residential mortgages as appropriate to strengthen the health of the
U.S. housing market;
WHEREAS,
the Company, the Investor, the Federal Reserve Bank of New York and the Federal
Deposit Insurance Corporation entered into a term sheet, dated as of November
23, 2008 (the “Term
Sheet”), with respect to (i) the issuance of securities to the Investor
in a private placement and (ii) an Eligible Asset Guarantee and related issuance
of securities to the Investor and the Federal Deposit Insurance Corporation;
and
WHEREAS,
as contemplated by the Term Sheet, the Company intends to issue in a private
placement 20,000 shares of its preferred stock designated as “Fixed Rate
Cumulative Perpetual Preferred Stock Series I” (the “Preferred Shares”) and a
warrant to purchase 188,501,414 shares of its Common Stock (“Common Stock”) (the “Warrant” and, together with
the Preferred
Shares, the “Purchased
Securities”), and the Investor intends to purchase (the “Purchase”) from the Company
the Purchased Securities under TARP.
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