C » Topics » U.S. Treasury Private Transaction

This excerpt taken from the C 8-K filed Jun 10, 2009.
U.S. Treasury Private Transaction”).

 
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The Interim Securities will convert to Citigroup common stock at a conversion rate initially set at 1,000,000 shares of common stock for one share of Interim Security (equal to an initial conversion price of $3.25 per share), subject to shareholder authorization of the additional common stock needed for the transaction.  The maximum number of shares of Interim Securities to be issued to the U.S. Treasury and the Private Holders is 11,540 shares.  If shareholder authorization is not received within six months after the closing of the U.S. Treasury Private Transaction, the Interim Securities will pay a 9% dividend that will increase by 2 percentage points each quarter up to a maximum dividend of 19%.
 
 
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The warrants entitle the U.S. Treasury to purchase shares of Citigroup common stock at $0.01 per share if the shareholder authorization is not received within six months after the closing of the U.S. Treasury Private Transaction.  The maximum number of shares of common stock issuable to the U.S. Treasury and the Private Holders upon exercise of the warrants is 790,000,000 shares.  The warrants will be cancelled if shareholder authorization is received.
 
 
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The U.S. Treasury Private Transaction is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended.
 
The U.S. Treasury has also agreed to exchange an additional amount of its preferred stock for Citigroup common stock to match, on a “dollar-for-dollar” basis, the aggregate liquidation amount of the preferred securities subject to the previously announced public exchange offers, up to an aggregate liquidation amount of $25 billion (including securities exchanged in the U.S. Treasury Private Transaction), at a conversion price of $3.25 per share (the “
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