Citigroup Inc 8-K, filed Mar 19, 2021
Citigroup Inc (C)
8-K
2021-03-19
For: 2021-03-19
View Original
Added on
July 04, 2026
About this 8-K
Citigroup Inc filed this 8-K on March 19, 2021.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 19, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
(212 ) 559-1000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Citigroup Inc.
Current Report on Form
8-K
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits:
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 19, 2021 | CITIGROUP INC. | |||||
| By: /s/ Barbara Politi | ||||||
| Barbara Politi | ||||||
| Assistant Secretary | ||||||
3
Exhibit 99.1
Citigroup Inc.
Issue of CHF 300,000,000 0.750% Notes due 2 April 2026
under the
U.S.$110,000,000,000
Programme for the issuance of Euro Medium-Term Notes, Series C
The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
| 1. | Specified Currency: | Swiss Francs (“CHF”) | ||
| 2. | Aggregate Nominal Amount: | CHF 300,000,000 | ||
| 3. | Issue Price: | 100.734 per cent. of the Aggregate Nominal Amount | ||
| 4. | (i) Specified Denominations: |
CHF 5,000 and integral multiples of CHF 5,000 in excess thereof | ||
| (ii) Calculation Amount: |
CHF 5,000 | |||
| 5. | Issue Date: | 2 April 2019 | ||
| 6. | Maturity Date: | 2 April 2026 | ||
| 7. | Interest Basis: | 0.750% Fixed Rate | ||
| (further particulars specified below) | ||||
| 8. | Redemption/Payment Basis: | Redemption at par | ||
| 9. | Status of the Notes: | Senior | ||
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||||
| 10. | Fixed Rate Note Provisions: | Applicable | ||
| (i) Rate of Interest: |
0.750 per cent. per annum payable annually in arrear | |||
| (ii) Interest Payment Date(s): |
2 April in each year from, and including, 2 April 2020 to, and including, 2 April 2026, not adjusted | |||
| (iii) Fixed Interest Amount: |
CHF 37.50 per Calculation Amount | |||
| (iv) Day Count Fraction: |
30/360 | |||
| 11. | Call Option: | Applicable for taxation reasons only | ||
| 12. | Final Redemption Amount: | CHF 5,000 per Calculation Amount | ||
| 13. | Early Redemption Amount: | |||
| Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): | CHF 5,000 per Calculation Amount | |||
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||||
| 14. | Additional Financial Centre(s) or other special provisions relating to Payment Dates: | Zurich, London, New York | ||
| 15. | Substitution provisions: | The provisions in Condition 23 (Substitution of the Issuer) are applicable. | ||
| 16. | Listing: | SIX Swiss Exchange Ltd | ||
| 17. | ISIN Code: | CH0467182405 | ||
| 18. | Swiss Security Number: | 46.718.240 | ||
| 19. | Common Code: | 196885552 | ||
Exhibit 99.2
Citigroup Inc.
Issue of CHF 325,000,000 0.500% Notes due 1 November 2028
under the
U.S.$110,000,000,000
Programme for the issuance of Euro Medium-Term Notes, Series C
The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
| 1. | Specified Currency: | Swiss Francs (“CHF”) | ||
| 2. | Aggregate Nominal Amount: | CHF 325,000,000 | ||
| 3. | Issue Price: | 100.471 per cent. of the Aggregate Nominal Amount | ||
| 4. | (i) Specified Denominations: |
CHF 5,000 and integral multiples of CHF 5,000 in excess thereof | ||
| (ii) Calculation Amount: |
CHF 5,000 | |||
| 5. | Issue Date: | 1 November 2019 | ||
| 6. | Maturity Date: | 1 November 2028 | ||
| 7. | Interest Basis: | 0.500% Fixed Rate | ||
| (further particulars specified below) | ||||
| 8. | Redemption/Payment Basis: | Redemption at par | ||
| 9. | Put/Call Options: | Issuer Call | ||
| 10. | Status of the Notes: | Senior | ||
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||||
| 11. | Fixed Rate Note Provisions: | Applicable | ||
| (i) Rate of Interest: |
0.500 per cent. per annum payable annually in arrear | |||
| (ii) Interest Payment Date(s): |
1 November in each year from, and including, 1 November 2020 to, and including, 1 November 2028, not adjusted | |||
| (iii) Fixed Interest Amount: |
CHF 25 per Calculation Amount | |||
| (iv) Day Count Fraction: |
30/360 | |||
| 12. | Call Option: | Applicable | ||
| (i) Optional Redemption Date(s) (Call): |
On 1 November 2027 and at any time on or after 2 October 2028 | |||
| (ii) Optional Redemption Amount(s) (Call) and method, if any, of calculation of such amount(s): | CHF 5,000 per Calculation Amount | |||
| (a) Minimum Redemption Amount: |
CHF 5,000 per Calculation Amount | |||
| (b) Maximum Redemption Amount: |
CHF 5,000 per Calculation Amount | |||
| 13. | Final Redemption Amount: | CHF 5,000 per Calculation Amount | ||
| 14. | Early Redemption Amount: | |||
| Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): | CHF 5,000 per Calculation Amount | |||
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||||
| 15. | Additional Financial Centre(s) or other special provisions relating to Payment Dates: | Zurich, London, New York | ||
| 16. | Substitution provisions: | The provisions in Condition 23 (Substitution of the Issuer) are applicable. | ||
| 17. | Listing: | SIX Swiss Exchange Ltd | ||
| 18. | ISIN Code: | CH0503924414 | ||
| 19. | Swiss Security Number: | 50.392.441 | ||
| 20. | Common Code: | 207291463 | ||
Exhibit 99.3
Citigroup Inc.
Issue of EUR 1,500,000,000 0.500 per cent. Fixed Rate/Floating Rate Callable Notes due October 2027
under the
U.S.$110,000,000,000
Programme for the issuance of Euro Medium-Term Notes, Series C
The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
| 1. | Specified Currency: | Euro (“EUR”) | ||
| 2. | Aggregate Nominal Amount: | EUR 1,500,000,000 | ||
| 3. | Issue Price: | 99.432 per cent. of the Aggregate Nominal Amount | ||
| 4. | (i) Specified Denominations: |
EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000 | ||
| (ii) Calculation Amount: |
EUR 1,000 | |||
| 5. | Issue Date: | 8 October 2019 | ||
| 6. | Maturity Date: | The Interest Payment Date falling on or nearest to 8 October 2027 | ||
| 7. | Interest Basis: | 0.500 per cent. per annum Fixed Rate, from, and including, the Issue Date to, but excluding, 8 October 2026 (the “Fixed Rate Period”) Three-month EURIBOR + 0.957 per cent. per annum Floating Rate, from, and including, 8 October 2026 (the “Floating Rate Period”) (further particulars specified below) | ||
| 8. | Redemption/Payment Basis: | Redemption at par | ||
| 9. | Put/Call Options: | Issuer Call | ||
| (further particulars specified below) | ||||
| 10. | Status of the Notes: | Senior | ||
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||||
| 11. | Fixed Rate Note Provisions: | Applicable to the Fixed Rate Period | ||
| (i) Rate of Interest: |
0.500 per cent. per annum payable annually in arrears | |||
| (ii) Interest Payment Dates: |
8 October in each year from, and including, 8 October 2020 to, and including 8 October 2026, not adjusted | |||
| (iii) Fixed Interest Amount: |
EUR 5.00 per Calculation Amount | |||
| (iv) Day Count Fraction: |
Actual / Actual (ICMA) | |||
| 12. | Floating Rate Note Provisions: | Applicable to the Floating Rate Period | ||
| (i) Interest Periods: |
On, and including, each Interest Payment Date to, but excluding, the next Specified Interest Payment Date; provided that for the first Interest Period, on, and including, 8 October 2026 to, but excluding, the first Interest Payment Date | |||
| (ii) Specified Interest Payment Dates: |
Interest will be payable quarterly in arrears on 8 January 2027, 8 April 2027, 8 July 2027 and 8 October 2027 subject, in each case, to adjustment in accordance with the Business Day Convention specified below | |||
| (iii) First Interest Payment Date: |
8 January 2027 | |||
| (iv) Business Day Convention: |
Modified Following Business Day Convention | |||
| (v) Business Centre(s): |
TARGET, London | |||
| (vi) Manner in which the Rate(s)of Interest is/are to be determined: |
Screen Rate Determination | |||
| (vii) Screen Rate Determination: |
||||
| • Reference Rate: |
Three-month EURIBOR | |||
| • Interest Determination Date(s): |
The second TARGET Business Day prior to the first day of each Interest Period | |||
| • Relevant Screen Page: |
The display page designated EURIBOR01 on Reuters | |||
| • Relevant Time: |
11:00 a.m. Brussels time | |||
| • Relevant Financial Centre: |
Eurozone | |||
| (viii) Margin(s): |
+ 0.957 per cent. per annum | |||
| (ix) Minimum Rate of Interest: |
0.000 per cent. per annum | |||
| (x) Day Count Fraction: |
Actual/360 | |||
| 13. | Call Option: | Applicable | ||
| (i) Optional Redemption Dates (Call): |
In whole at any time, or in part from time to time, on or after 8 April 2020 (or, if additional Notes are issued after the Issue Date, on or after the 180th day after the issue date of such additional Notes) and prior to 8 October 2026 (“Make-Whole Call Period”). In whole, but not in part, on 8 October 2026 (“Par Call Date”) and on or after 8 September 2027 (“Par Call Period”). | |||
| (a) Make-Whole Amount: |
The excess, if any, of: (i) the aggregate present value as of such Optional Redemption Date of each euro of nominal amount being redeemed and the amount of interest (exclusive of interest accrued to the Optional Redemption Date) that would have been payable in respect of each such euro if such redemption had not been made, determined by discounting, on an annual basis, such principal and interest at the Reinvestment Rate (determined on the third Business Day preceding the date that notice of such redemption is given pursuant to Condition 18 (Notices)) from the respective dates on which such principal and interest would have been payable if such redemption had not been made, to the date of redemption, over (ii) the aggregate nominal amount of Notes being redeemed, as calculated by the Issuer or a person designated by the Issuer. | |||
| (b) Reinvestment Rate: |
The mid-market annual yield on the Reference Security (or if the Reference Security is no longer outstanding, a Similar Security) plus the Redemption Margin | |||
| (c) Reference Security: |
DBR 0.000 per cent. Federal Government Bond of Bundesrepublik Deutschland due August 2026 | |||
| (d) Similar Security: |
Reference bond or reference bonds issued by the German Federal Government having an actual or interpolated maturity of 8 October 2027 that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issuances of corporate debt securities maturing on 8 October 2027 | |||
| (e) Redemption Margin: |
20 basis points | |||
| (iii) Optional Redemption Amount (Call) and method, if any, of calculation of such amount on Par Call Date and during Par Call Period: | EUR 1,000 per Calculation Amount | |||
| (iv) Notice period (if other than as set out in the Conditions): | Not less than 15 nor more than 60 days’ notice | |||
| 14. | Final Redemption Amount: | EUR 1,000 per Calculation Amount | ||
| 15. | Early Redemption Amount: | |||
| Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or other early redemption (other than upon an event of default) and/or the method of calculating the same (if required or if different from that set out in the Conditions): | EUR 1,000 per Calculation Amount | |||
| Early Redemption Amount(s) per Calculation Amount payable on redemption upon and event of default and/or the method of calculating the same (if required or if different from that set out in the Conditions): | EUR 1,000 per Calculation Amount | |||
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||||
| 16. | Additional Financial Centre(s) or other special provisions relating to Payment Dates: | London | ||
| 17. | Substitution provisions: | The provisions in Condition 23 (Substitution of the Issuer) are applicable | ||
| 18. | Listing: | Luxembourg | ||
| 19. | ISIN Code: | XS2063232727 | ||
| 20. | Common Code: | 206323272 | ||
Exhibit 99.4
Citigroup Inc.
Issue of EUR 1,750,000,000 1.250 per cent. Fixed Rate/Floating Rate Callable Notes due July 2026
under the
U.S.$110,000,000,000
Programme for the issuance of Euro Medium-Term Notes, Series C
The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
| 1. | Specified Currency: | Euro (“EUR”) | ||
| 2. | Aggregate Nominal Amount: | EUR 1,750,000,000 | ||
| 3. | Issue Price: | 99.512 per cent. of the Aggregate Nominal Amount | ||
| 4. | (i) Specified Denominations: |
EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000 | ||
| (ii) Calculation Amount: |
EUR 1,000 | |||
| 5. | Issue Date: | 6 May 2020 | ||
| 6. | Maturity Date: | The Interest Payment Date falling on or nearest to 6 July 2026 | ||
| 7. | Interest Basis: | 1.250 per cent. per annum Fixed Rate, from, and including, the Issue Date to, but excluding, 6 July 2025 (the “Fixed Rate Period”) Three-month EURIBOR + 1.66 per cent. per annum Floating Rate, from, and including, 6 July 2025 (the “Floating Rate Period”) (further particulars specified below) | ||
| 8. | Redemption/Payment Basis: | Redemption at par | ||
| 9. | Put/Call Options: | Issuer Call | ||
| (further particulars specified below) | ||||
| 10. | Status of the Notes: | Senior | ||
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||||
| 11. | Fixed Rate Note Provisions: | Applicable to the Fixed Rate Period | ||
| (i) Rate of Interest: |
1.250 per cent. per annum payable annually in arrears | |||
| (ii) Interest Payment Dates: |
6 July in each year from, and including, 6 July 2021 (long first payment) to, and including 6 July 2025, subject, in each case, to adjustment in accordance with the Following Business Day Convention | |||
| (iii) Fixed Interest Amount: |
EUR 12.50 per Calculation Amount | |||
| (iv) Day Count Fraction: |
Actual / Actual (ICMA) | |||
| 12. | Floating Rate Note Provisions: | Applicable to the Floating Rate Period | ||
| (i) Interest Periods: |
On, and including, each Interest Payment Date to, but excluding, the next Specified Interest Payment Date; provided that for the first Interest Period, on, and including, 6 July 2025 to, but excluding, the first Interest Payment Date | |||
| (ii) Specified Interest Payment Dates: |
Interest will be payable quarterly in arrears on 6 October 2025, 6 January 2026, 6 April 2026 and 6 July 2026, subject, in each case, to adjustment in accordance with the Business Day Convention specified below | |||
| (iii) First Interest Payment Date: |
6 October 2025 | |||
| (iv) Business Day Convention: |
Modified Following Business Day Convention | |||
| (v) Business Centre(s): |
TARGET, London | |||
| (vi) Manner in which the Rate(s) of Interest is/are to be determined: |
Screen Rate Determination | |||
| (ix) Screen Rate Determination: |
||||
| • Reference Rate: |
Three-month EURIBOR | |||
| • Interest Determination Date(s): |
The second TARGET Business Day prior to the first day of each Interest Period | |||
| • Relevant Screen Page: |
The display page designated EURIBOR01 on Reuters | |||
| • Relevant Time: |
11:00 a.m. Brussels time | |||
| • Relevant Financial Centre: |
Eurozone | |||
| (x) Margin(s): |
+ 1.66 per cent. per annum | |||
| (xi) Minimum Rate of Interest: |
0.000 per cent. per annum | |||
| (xii) Day Count Fraction: |
Actual/360 | |||
| 13. | Call Option: | Applicable | ||
| (i) Optional Redemption Dates (Call): |
In whole at any time, or in part from time to time, on or after 6 November 2020 (or, if additional Notes are issued after the Issue Date, beginning six months after the issue date of such additional Notes) and prior to 6 July 2025 (“Make-Whole Call Period”). In whole, but not in part, on 6 July 2025 (“Par Call Date”) and on or after 6 June 2026 (“Par Call Period”). | |||
| (a) Make-Whole Amount: |
The excess, if any, of: (i) the aggregate present value as of such Optional Redemption Date of each euro of nominal amount being redeemed and the amount of interest (exclusive of interest accrued to the Optional Redemption Date) that would have been payable in respect of each such euro if such redemption had not been made, determined by discounting, on an annual basis, such principal and interest at the Reinvestment Rate (determined on the third Business Day preceding the date that notice of such redemption is given pursuant to Condition 18 (Notices)) from the respective dates on which such principal and interest would have been payable if such redemption had not been made, to the date of redemption, over (ii) the aggregate nominal amount of Notes being redeemed, as calculated by the Issuer or a person designated by the Issuer. | |||
| (b) Reinvestment Rate: |
The mid-market annual yield on the Reference Security (or if the Reference Security is no longer outstanding, a Similar Security) plus the Redemption Margin | |||
| (c) Reference Security: |
DBR 0.500 per cent. Federal Government Bond of Bundesrepublik Deutschland due February 2025 | |||
| (d) Similar Security: |
Reference bond or reference bonds issued by the German Federal Government having an actual or interpolated maturity of 6 July 2026 that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issuances of corporate debt securities maturing on 6 July 2026. | |||
| (e) Redemption Margin: |
35 basis points | |||
| (ii) Optional Redemption Amount (Call) and method, if any, of calculation of such amount on Par Call Date and during Par Call Period: | EUR 1,000 per Calculation Amount | |||
| 14. | Final Redemption Amount: | EUR 1,000 per Calculation Amount | ||
| 15. | Early Redemption Amount: | |||
| Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or other early redemption (other than upon an event of default) and/or the method of calculating the same (if required or if different from that set out in the Conditions): | EUR 1,000 per Calculation Amount | |||
| Early Redemption Amount(s) per Calculation Amount payable on redemption upon and event of default and/or the method of calculating the same (if required or if different from that set out in the Conditions): | EUR 1,000 per Calculation Amount | |||
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||||
| 16. | Additional Financial Centre(s) or other special provisions relating to Payment Dates: | London | ||
| 17. | Substitution provisions: | The provisions in Condition 23 (Substitution of the Issuer) are applicable | ||
| 18. | Listing: | Luxembourg | ||
| 19. | ISIN Code: | XS2167003685 | ||
| 20. | Common Code: | 216700368 | ||
Exhibit 99.5
Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class |
Ticker Symbol(s) |
Title for iXBRL |
Name of each exchange on which registered | |||
| Common Stock, par value $.01 per share | ||||||
| Depositary Shares, each representing 1/1,000th interest in a share of 7.125% Fixed/Floating Rate Noncumulative Preferred Stock, Series J | ||||||
| Depositary Shares, each representing 1/1,000th interest in a share of 6.875% Fixed/Floating Rate Noncumulative Preferred Stock, Series K | ||||||
| 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty with respect thereto) | ||||||
| 7.875% Fixed Rate / Floating Rate Trust Preferred Securities (TruPS ® ) of Citigroup Capital XIII (and registrant’s guaranty with respect thereto) |
||||||
| 6.829% Fixed Rate / Floating Rate Enhanced Trust Preferred Securities (Enhanced TruPS ® ) of Citigroup Capital XVIII (and registrant’s guaranty with respect thereto) |
||||||
| Medium-Term Senior Notes, Series N, Callable Step-Up Coupon Notes Due March 31, 2036 of CGMHI (and registrant’s guaranty with respect thereto) |
||||||
| Medium-Term Senior Notes, Series N, Callable Step-Up Coupon Notes Due February 26, 2036 of CGMHI (and registrant’s guaranty with respect thereto) |
||||||
| Medium-Term Senior Notes, Series N, Callable Fixed Rate Notes Due December 18, 2035 of CGMHI (and registrant’s guaranty with respect thereto) | ||||||