Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
February 29 2024 - 10:06AM
Edgar (US Regulatory)
FILED PURSUANT TO RULE 433
File No. 333-270327
CITIGROUP INC.
550,000 DEPOSITARY SHARES
EACH REPRESENTING A 1/25TH INTEREST IN
A SHARE OF
7.200% FIXED RATE RESET
NONCUMULATIVE PREFERRED STOCK, SERIES BB
Terms and Conditions
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| Issuer: |
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Citigroup Inc. |
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| Securities: |
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550,000 depositary shares, each representing a 1/25th interest in a share of perpetual 7.200% Fixed Rate Reset Noncumulative Preferred Stock, Series BB (the “Series BB preferred stock”). |
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| Ratings*: |
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Ba1 / BB+ / BBB- / BBBH
(Stable Outlook / Stable Outlook / Stable Outlook / Stable Outlook)
(Moody’s / S&P / Fitch / DBRS) |
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| Trade Date: |
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February 28, 2024 |
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| Settlement Date: |
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March 6, 2024 (T+5 days) |
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| Maturity: |
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Perpetual |
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| Liquidation Preference: |
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$25,000 per share of Series BB preferred stock (equivalent to $1,000 liquidation preference per depositary share). |
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| Aggregate Liquidation Preference: |
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$550,000,000 |
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| Public Offering Price: |
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$1,000 per depositary share. |
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| Net Proceeds to Citigroup: |
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$541,750,000 (before expenses) |
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| Dividend Rate and Payment Dates: |
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When, as and if declared by the board of directors of Citigroup, or a duly authorized committee of the board of directors, out of funds legally available to pay dividends, on the
15th of each February, May, August, and November (each date for payment of dividends, a “dividend payment date”) (i) from, and including, the date of issuance of the Series BB preferred
stock to, but excluding, May 15, 2029 (the “First Reset Date”), at an annual rate of 7.200% on the liquidation preference amount of $25,000 per share of Series BB preferred stock, quarterly in arrears, beginning on August 15,
2024 and (ii) from, and including, the First Reset Date, for each reset period, at an annual rate equal to the five-year treasury rate as of the most recent reset dividend determination date plus 2.905% on the liquidation preference amount of
$25,000 per share of Series BB preferred stock, quarterly in arrears, beginning on August 15, 2029. |
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| Reset Period: |
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The period from, and including, each reset date to, but excluding, the next succeeding reset date, except for the initial reset period, which will be the period from, and including, the First Reset Date to, but excluding, the next
succeeding reset date |
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| Reset Date: |
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The First Reset Date and each date falling on the fifth anniversary of the preceding reset date |
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| Reset Dividend Determination Date: |
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In respect of any reset period, the day that is three business days prior to the beginning of such reset period |
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| First Dividend Payment Date: |
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If declared, August 15, 2024 |
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| Day Count: |
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30/360 |
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| Redemption at Issuer Option: |
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Subject to any required prior approval of the Federal Reserve, Citigroup may redeem the Series BB preferred stock in whole or in part, from time to time, on any dividend payment date on or after the First Reset Date or in whole but
not in part at any time within 90 days following a Regulatory Capital Event (as defined in the Preliminary Prospectus Supplement dated February 28, 2024), in each case at a cash redemption price equal to 100% of the liquidation preference, plus
any declared and unpaid dividends and without accumulation of any undeclared dividends, to, but excluding, the redemption date. |
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| Sinking Fund: |
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Not applicable |
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| Listing: |
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None |
CITIGROUP INC.
550,000 DEPOSITARY SHARES
EACH REPRESENTING A 1/25TH INTEREST IN
A SHARE OF
7.200% FIXED RATE RESET
NONCUMULATIVE PREFERRED STOCK, SERIES BB
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| Voting Rights: |
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The holders of the Series BB preferred stock do not have voting rights, except (i) as specifically required by Delaware law; (ii) in the case of certain dividend non-payments;
(iii) with respect to the issuance of senior capital stock of Citigroup; and (iv) with respect to changes to Citigroup’s organizational documents that would adversely affect the voting powers, preferences or special rights of the
Series BB preferred stock. Holders of depositary shares must act through the depositary to exercise any voting rights. |
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| Depositary Shares CUSIP / ISIN: |
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172967 PJ4 / US172967PJ42 |
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| Sole Structuring Agent and Sole Bookrunner: |
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Citigroup Global Markets Inc. |
| Senior Co-Managers: |
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BMO Capital Markets Corp.
Capital One Securities, Inc. Deutsche Bank Securities Inc.
DZ Financial Markets LLC Intesa Sanpaolo IMI Securities Corp.
Mizuho Securities USA LLC MUFG Securities Americas Inc.
Nomura Securities International, Inc. PNC Capital Markets LLC
RBC Capital Markets, LLC Scotia Capital (USA) Inc.
SMBC Nikko Securities America, Inc. TD Securities (USA)
LLC |
CITIGROUP INC.
550,000 DEPOSITARY SHARES
EACH REPRESENTING A 1/25TH INTEREST IN
A SHARE OF
7.200% FIXED RATE RESET
NONCUMULATIVE PREFERRED STOCK, SERIES BB
|
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| Junior Co-Managers: |
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Apto Partners, LLC
Barclays Capital Inc. BBVA Securities Inc.
BNY Mellon Capital Markets, LLC Cabrera Capital Markets LLC
Commonwealth Bank of Australia CIBC World Markets Corp.
Citizens JMP Securities, LLC Commerz Markets LLC
Danske Markets Inc. DBS Bank Ltd.
Desjardins Securities Inc. Fifth Third Securities Inc.
Huntington Securities, Inc. KeyBanc Capital Markets Inc.
Lloyds Securities Inc. M&T Securities, Inc.
MFR Securities, Inc. Mischler Financial Group, Inc.
Multi-Bank Securities, Inc. nabSecurities, LLC
National Bank of Canada Financial Inc. Natixis Securities
Americas LLC North South Capital LLC Nykredit Bank A/S
Penserra Securities LLC RB International Markets (USA) LLC
Regions Securities LLC Roberts & Ryan, Inc.
Santander US Capital Markets LLC SG Americas Securities, LLC
Standard Chartered Bank Truist Securities, Inc.
U.S. Bancorp Investments, Inc. United Overseas Bank Limited
Westpac Capital Markets LLC |
| * |
Note: A securities rating is not a recommendation to buy, sell, or hold securities and may be subject to
revision or withdrawal at any time. |
Citigroup Inc. has filed a registration statement (including a prospectus) with the Securities and
Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and the other documents Citigroup has filed with the SEC for more
complete information about Citigroup and this offering. You may get these documents for free by visiting EDGAR on the SEC’s Web site at www.sec.gov. The file number for Citigroup’s registration statement is
No. 333-270327. Alternatively, you can request the prospectus by calling toll-free in the United States
1-800-831-9146.
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