Citigroup Inc S-3/A, filed May 7, 2021

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Citigroup Inc (C)

S-3/A 2021-05-07

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Title of each class of securities to be registered	Amount to be registered/Proposed maximum offering price per unit/Proposed maximum offering price(1)(2)	Amount of registration fee(3)(4)
Debt Securities of Citigroup Inc.
Common Stock Warrants of Citigroup Inc.
Index Warrants of Citigroup Inc.
Preferred Stock of Citigroup Inc.
Depositary Shares of Citigroup Inc.
Common Stock of Citigroup Inc.
Stock Purchase Contracts of Citigroup Inc.
Stock Purchase Units of Citigroup Inc.
Debt Securities of Citigroup Global Markets Holdings Inc.
Citigroup Inc. Guarantees of Debt Securities of Citigroup Global Markets Holdings Inc. (5)
Debt securities, index warrants, preferred stock and depositary shares of Citigroup Inc.’s corporate predecessors, debt securities of Citigroup Global Markets Holdings Inc., capital securities of the Additional Registrants listed below and Citigroup Inc. guarantees of debt securities, and capital securities of Citigroup Global Markets Holdings Inc., the Additional Registrants and Citigroup Inc.’s corporate predecessors
Total	$90,000,000,000	$9,819,000


Exact Name of Additional Registrant, as Specified in Charter	State or Other Jurisdiction of Incorporation or Organization		IRS Employer Identification No.
Citigroup Capital XIII		Delaware		06-1532089
Citigroup Capital XVIII		Delaware		20-5127853


Title of Series	Number of Shares Outstanding		Dividend Rate Per Year			Redemption Price Per Share ($)		Date Next Redeemable by Citigroup
5.950% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A		60,000		5.950	%⁽¹⁾		25,000		January 30, 2023
5.90% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series B		30,000		5.900	%⁽²⁾		25,000		February 15, 2023
5.350% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series D		50,000		5.350	%⁽³⁾		25,000		May 15, 2023
7.125% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series J		38,000		7.125	%⁽⁴⁾		25,000		September 30, 2023
6.875% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series K		59,800		6.875	%⁽⁵⁾		25,000		November 15, 2023
6.300% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series M		70,000		6.300	%⁽⁶⁾		25,000		May 15, 2024
5.950% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series P		80,000		5.950	%⁽⁷⁾		25,000		May 15, 2025
5.950% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series Q		50,000		LIBOR + 4.095	%⁽⁸⁾		25,000		May 17, 2021
6.125% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series R		41,400		LIBOR + 4.478	%⁽⁹⁾		25,000		May 17, 2021
6.250% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series T		60,000		6.250	%⁽¹⁰⁾		25,000		August 15, 2026
5.000% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series U		60,000		5.000	%⁽¹¹⁾		25,000		September 12, 2024
4.700% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series V		60,000		4.700	%⁽¹²⁾		25,000		January 30, 2025
4.000% Fixed Rate Reset Noncumulative Preferred Stock, Series W		60,000		4.000	%⁽¹³⁾		25,000		December 10, 2025
3.875% Fixed Rate Reset Noncumulative Preferred Stock, Series X		92,000		3.875	%⁽¹⁴⁾		25,000		February 18, 2026


	Page
Risk Factors		S-1
Important Currency Information		S-3
Forward-Looking Statements		S-4
Description of the Notes		S-5
United States Federal Tax Considerations		S-13
Plan of Distribution		S-23
Conflicts of Interest		S-24
Benefit Plan Investor Considerations		S-28
Legal Matters		S-30

Prospectus

Prospectus Summary		1
Forward-Looking Statements		8
Risk Factor Related to Floating Rate Debt Securities		8
Citigroup Inc.		13
Use of Proceeds and Hedging		16
European Monetary Union		18
Description of Debt Securities		18
United States Federal Income Tax Considerations		57
Currency Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated in a Foreign Currency		65
Description of Common Stock Warrants		67
Description of Index Warrants		69
Description of Capital Stock		72
Description of Preferred Stock		91
Description of Depositary Shares		94
Description of Stock Purchase Contracts and Stock Purchase Units		97
Plan of Distribution		98
ERISA Considerations		101
Legal Matters		103
Experts		103


Commission Registration Fee	$	9,819,000
Accounting Fees		750,000
Trustees’ Fees and Expenses		120,000
Printing and Engraving Fees		700,000
Rating Agency Fees		200,000
FINRA Fee		0
Legal Fees and Expenses		600,000
Stock Exchange Listing Fees		200,000
Miscellaneous		200,000
Total	$	12,589,000


Exhibit Number		Description
1.1	—	Form of Citigroup Inc. Debt Securities Underwriting Agreement Basic Provisions (incorporated by reference to Exhibit 1.1 to Citigroup’s Form S-3ASR filed on October 14, 2016 (File No. 333-214120)).

1.3	—	Global Selling Agency Agreement relating to Citigroup’s Medium-Term Senior Notes, Series G (incorporated by reference to Exhibit 1.1 to Citigroup’s Current Report on Form 8-K filed on November 13, 2013 (File No. 1-9924)).

1.4	—	Amended and Restated Global Selling Agency Agreement relating to Citigroup’s Medium-Term Senior Notes, Series G (incorporated by reference to Exhibit 1.2 to Citigroup’s Current Report on Form 8-K filed on April 7, 2017 (File No. 1-9924)).

1.6	—	Global Selling Agency Agreement relating to Citigroup Global Markets Holdings’ Medium-Term Senior Notes, Series N (incorporated by reference to Exhibit 1.1 to Citigroup’s Current Report on Form 8-K filed on March 9, 2016 (File No. 1-9924)).

1.7	—	Amended and Restated Global Selling Agency Agreement relating to Citigroup Global Markets Holdings’ Medium-Term Senior Notes, Series N (incorporated by reference to Exhibit 1.1 to Citigroup’s Current Report on Form 8-K filed on April 7, 2017 (File No. 1-9924)).

1.9	—	Underwriting Agreement for Citigroup Common Stock Warrants will be filed as an Exhibit to a Current Report on Form 8-K and incorporated by reference.

1.10	—	Underwriting Agreement for Citigroup Index Warrants will be filed as an Exhibit to a Current Report on Form 8-K and incorporated by reference.

1.11	—	Underwriting Agreement for Citigroup Preferred Stock will be filed as an Exhibit to a Current Report on Form 8-K and incorporated by reference.

1.12	—	Underwriting Agreement for Citigroup Stock Purchase Contracts will be filed as an Exhibit to a Current Report on Form 8-K and incorporated by reference.

1.13	—	Underwriting Agreement for Citigroup Stock Purchase Units will be filed as an Exhibit to a Current Report on Form 8-K and incorporated by reference.

1.14	—	Underwriting Agreement for Citigroup Common Stock will be filed as an Exhibit to a Current Report on Form 8-K and incorporated by reference.

4.1	—	Restated Certificate of Incorporation of Citigroup (incorporated by reference to Exhibit 3.01 to Citigroup’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 1-9924)).

4.2	—	By-Laws of Citigroup, as amended effective December 18, 2019 (incorporated by reference to Exhibit 3.1 to Citigroup’s Current Report on Form 8-K filed on December 18, 2019 (File No. 1-9924)).

4.3	—	Specimen Physical Common Stock Certificate of Citigroup (incorporated by reference to Exhibit 4.1 to Citigroup’s Current Report on Form 8-K filed on May 9, 2011 (File No. 1-9924)).

4.4	—	Restated Certificate of Incorporation of Citigroup Global Markets Holdings Inc. (incorporated by reference to Exhibit 4.7 to Citigroup’s Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-192302)).


Exhibit Number		Description
4.5	—	By-Laws of Citigroup Global Markets Holdings Inc., as amended effective February 6, 2007 (incorporated by reference to Exhibit 4.8 to Citigroup’s Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-192302)).

4.6	—	Senior Debt Indenture, dated November 13, 2013, between Citigroup and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Citigroup’s Current Report on Form 8-K filed on November 13, 2013 (File No. 1-9924)).

4.7	—	First Supplemental Indenture, dated as of February 1, 2016, between Citigroup and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.01 to Citigroup’s Current Report on Form 8-K filed on February 1, 2016 (File No. 1-9924)).

4.8	—	Second Supplemental Indenture, dated as of December 29, 2016, between Citigroup and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.01 to Citigroup’s Current Report on Form 8-K filed on December 29, 2016 (File No. 1-9924)).

4.9	—	Third Supplemental Indenture, dated as of June 26, 2017, among Citigroup Global Markets Holdings Inc., Citigroup and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.01 to Citigroup’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (File No. 1-9924)).

4.10	—	Fourth Supplemental Indenture, dated as of June 27, 2019, between Citigroup and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.2 to Citigroup’s Current Report on Form 8-K filed on June 28, 2019 (File No. 1-9924)).

4.11	—	Subordinated Debt Indenture, dated as of April 12, 2001, between Citigroup and Bank One Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Citigroup’s Registration Statement on Form S-3 (File No. 333-186425)).

4.12	—	First Supplemental Indenture, dated as of August 2, 2004, between Citigroup and J.P. Morgan Trust Company, N.A. (formerly Bank One Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 4.13 to Citigroup’s Registration Statement on Form S-3/A (File No. 333-117615)).

4.13	—	Second Supplemental Indenture, dated as of May 18, 2016, between Citigroup and The Bank of New York Mellon, as successor to J.P. Morgan Trust Company, N.A. (formerly Bank One Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 4.2 to Citigroup’s Current Report on Form 8-K filed on May 20, 2016 (File No. 1-9924)).

4.14	—	Third Supplemental Indenture, dated as of March 1, 2017, between Citigroup and The Bank of New York Mellon, as successor to J.P. Morgan Trust Company, N.A. (formerly Bank One Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 4.11 to Citigroup’s Registration Statement on Form S-3 (File No. 333-216372)).

4.15	—	Fourth Supplemental Indenture, dated as of June 27, 2019, between Citigroup and The Bank of New York Mellon, as successor to J.P. Morgan Trust Company, N.A. (formerly Bank One Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 4.1 to Citigroup’s Current Report on Form 8-K filed on June 28, 2019 (File No. 1-9924)).

4.16	—	Indenture, dated as of July 23, 2004, between Citigroup and JPMorgan Chase Bank, as trustee (incorporated by reference to Exhibit 4.28 to Citigroup’s Registration Statement on Form S-3 (File No. 333-117615)).

4.17	—	Indenture, dated as of March 15, 1987, between Primerica Corporation, a New Jersey corporation, and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.01 to Citigroup’s Registration Statement on Form S-3 (File No. 33-55542)).(P)


Exhibit Number		Description
4.18	—	First Supplemental Indenture, dated as of December 15, 1988, among Primerica Corporation, Primerica Holdings, Inc. and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.02 to Citigroup’s Registration Statement on Form S-3 (File No. 33-55542)).(P)

4.19	—	Second Supplemental Indenture, dated as of January 31, 1991, between Primerica Holdings, Inc. and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.03 to Citigroup’s Registration Statement on Form S-3 (File No. 33-55542)).(P)

4.20	—	Third Supplemental Indenture, dated as of December 9, 1992, among Primerica Holdings, Inc., Primerica Corporation and The Bank of New York, as trustee (incorporated by reference to Exhibit 5 to Citigroup’s Form 8-A dated December 21, 1992, with respect to Citigroup’s 7 3/4% Notes Due June 15, 1999 (File No. 1-9924)).(P)

4.21	—	Fourth Supplemental Indenture, dated as of November 2, 1998, between Citigroup and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to Citigroup’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (File No. 1-9924)).

4.22	—	Fifth Supplemental Indenture, dated as of December 9, 2008, between Citigroup and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.04 to Citigroup’s Current Report on Form 8-K filed on December 11, 2008) (File No. 1-9924)).

4.23	—	Sixth Supplemental Indenture, dated as of December 20, 2012, between Citigroup Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.5 to Citigroup’s Current Report on Form 8-K filed on December 21, 2012 (File No. 1-9924)).

4.24	—	Seventh Supplemental Indenture, dated as of May 18, 2016, between Citigroup Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Citigroup’s Current Report on Form 8-K filed on May 20, 2016 (File No. 1-9924)).

4.25	—	Senior Debt Indenture, dated as of June 1, 2005, among Citigroup Funding Inc., Citigroup Inc. and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 4(b) to Citigroup’s Registration Statement on Form S-3 (File No. 333-132370-01)).

4.26	—	First Supplemental Indenture, dated January 21, 2009, among Citigroup Funding Inc., Citigroup Inc. and The Bank of New York Mellon, as successor trustee to JP Morgan Chase Bank, N.A. (incorporated by reference to Exhibit 4.05 to Citigroup’s Current Report on Form 8-K filed on February 2, 2009 (File No. 1-9925)).

4.27	—	Second Supplemental Indenture, dated as of December 20, 2012, among Citigroup Funding Inc., Citigroup Inc. and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 4.2 to Citigroup’s Current Report on Form 8-K filed on December 21, 2012 (File No. 1-9924)).

4.28	—	Form of Indenture, between Citigroup and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.01 to Citigroup’s Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-135163)).

4.29	—	Form of Indenture, between Citigroup and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank) (incorporated by reference to Exhibit 4.11 to the Travelers Group Inc. Registration Statement on Form S-3 (File No. 333-12439)).

4.30	—	Senior Debt Indenture, dated as of March 8, 2016, between Citigroup Global Markets Holdings Inc., Citigroup Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Citigroup’s Current Report on Form 8-K filed on March 9, 2016 (File No. 1-9924)).


Exhibit Number		Description
4.31	—	First Supplemental Indenture, dated as of March 1, 2017, between Citigroup Global Markets Holdings Inc., Citigroup Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.24 to Citigroup’s Registration Statement on Form S-3 (File No. 333-216372)).

4.32	—	Second Supplemental Indenture, dated as of April 13, 2020, between Citigroup Global Markets Holdings Inc., Citigroup Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.01 to Citigroup’s Current Report on Form 8-K filed on April 14, 2020 (File No. 1-9924)).

4.33	—	Form of Capital Securities Guarantee Agreement between Citigroup, as Guarantor, and The Bank of New York Mellon, as Guarantee Trustee (incorporated by reference to Exhibit 4.32 to Citigroup’s Registration Statement on Form S-3 (File No. 333-117615)).

4.34	—	Amended and Restated Declaration of Trust for Citigroup Capital XIII (incorporated by reference to Exhibit 4.02 to Citigroup’s Current Report on Form 8-K filed on September 30, 2010 (File No. 109924)).

4.35	—	Form of Amended and Restated Declaration of Trust for Citigroup Capital XVIII, incorporated by reference to Exhibit 4.07 to the Registrant’s Post-Effective Amendment No. 2 to Citigroup’s Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (No. 3330135163)).

4.36	—	Form of Amended and Restated Declaration of Trust for Citigroup Capital III (previously known as Travelers Capital III), incorporated by reference to Exhibit 4.8 to Travelers Group Inc.’s Registration Statement on Form S-3 (File No. 333-12439).

4.37	—	Form of proposed Common Stock Warrant Agreement for Citigroup Common Stock Warrants, with form of proposed Common Stock Warrant Certificate attached as an exhibit thereto, will be filed as an Exhibit to a Current Report on Form 8-K and incorporated herein by reference.

4.38		Form of proposed Index Warrant Agreement for Citigroup Index Warrants, with form of proposed Index Warrant Certificate attached as an exhibit thereto, will be filed as an Exhibit to a Current Report on Form 8-K and incorporated by reference.

4.39	—	Form of Certificate for Citigroup Preferred Stock (incorporated by reference to Exhibit 4.27 to Citigroup’s Registration Statement on Form S-3 (File No. 333-192302)).

4.40	—	Form of Citigroup Deposit Agreement (incorporated by reference to Exhibit 4.18 to Citigroup’s Registration Statement on Form S-3 (File No. 333-27155)).

4.41	—	Form of Citigroup Depositary Receipt (included in Exhibit 4.32).

4.42	—	Form of Citigroup Medium-Term Senior Notes, Series G (incorporated by reference to Exhibit 4.30 to Citigroup’s Registration Statement on Form S-3 (File No. 333-192302)).

4.43	—	Form of Citigroup Global Markets Holdings Inc. Medium-Term Senior Notes, Series N (incorporated by reference to Exhibit 4.34 to Citigroup’s Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-192302)).

4.44	—	Form of Citigroup Subordinated Debt Securities (included in Exhibit 4.8).

4.45	—	Form of Citigroup Senior Debt Securities (included in Exhibit 4.5).

4.46	—	Form of Citigroup Stock Purchase Contract will be filed as an Exhibit to a Current Report on Form 8-K and incorporated by reference.


Exhibit Number		Description
4.47	—	Form of Citigroup Stock Purchase Unit will be filed as an Exhibit to a Current Report on Form 8-K and incorporated by reference.

5.1	—	Opinion of Barbara Politi, Esq.**

5.2	—	Opinion of Alexia Breuvart, Esq.**

23.1	—	Consent of KPMG LLP, Independent Registered Public Accounting Firm.*

23.2	—	Consent of Barbara Politi, Esq. (included in Exhibit 5.1).**

23.3	—	Consent of Alexia Breuvart, Esq. (included in Exhibit 5.2).**

24.1	—	Powers of Attorney of certain Directors.**

25.1	—	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Citigroup Senior Debt Indenture dated November 13, 2013.**

25.2	—	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Citigroup Subordinated Debt Indenture dated as of April 12, 2001.**

25.3	—	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as Trustee under the Citigroup Subordinated Debt Indenture dated as of July 23, 2004.**

25.4	—	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon (formerly, The Bank of New York), as trustee under the Citigroup Senior Debt Indenture dated as of March 15, 1987, as supplemented.**

25.5	—	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A. under the Citigroup Senior Debt Indenture dated as of June 1, 2005.**

25.6	—	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Citigroup Global Markets Holdings Senior Debt Indenture dated as of March 8, 2016.**


CITIGROUP INC.

By:		/s/ Mark A. L. Mason
		Name: Mark A. L. Mason
		Title: Chief Financial Officer


Signatures
/s/ Jane Fraser Jane Fraser		Chief Executive Officer and Director (Principal Executive Officer)

/s/ Mark A. L. Mason Mark A. L. Mason		Chief Financial Officer (Principal Financial Officer)

/s/ Johnbull E. Okpara Johnbull E. Okpara		Controller and Chief Accounting Officer (Principal Accounting Officer)

* John C. Dugan		Chairman of the Board

* Ellen M. Costello		Director

* Grace E. Dailey		Director

* Barbara Desoer		Director

* Duncan P. Hennes		Director

* S. Leslie Ireland		Director

* Lew W. (Jay) Jacobs, IV		Director

* Renée J. James		Director

* Gary M. Reiner		Director

* Diana L. Taylor		Director


Signatures

* James S. Turley		Director

* Deborah C. Wright		Director

* Alexander Wynaendts		Director


CITIGROUP GLOBAL MARKETS HOLDINGS INC.

By:		/s/ Daniel S. Palomaki
		Name: Daniel S. Palomaki
		Title: Chief Financial Officer


Signatures
/s/ Shawn Feeney Shawn Feeney		Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

/s/ Daniel S. Palomaki Daniel S. Palomaki		Chief Financial Officer (Principal Financial Officer)

/s/ Daniel S. Palomaki Daniel S. Palomaki		Chief Accounting Officer (Principal Accounting Officer)

/s/ Robert Klein Robert Klein		Director


Citigroup Capital XIII
Citigroup Capital XVIII

By:		/s/ Rommel Celleri
		Name: Rommel Celleri
		Title: Regular Trustee


By:		/s/ Stuart Crouch
		Name: Stuart Crouch
		Title: Regular Trustee


By:		/s/ Elissa Steinberg
		Name: Elissa Steinberg
		Title: Regular Trustee