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) May 20, 2016 (May 18, 2016)
Citigroup Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-9924 | 52-1568099 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 388 Greenwich Street, New York, New York | 10013 | |||
| (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)) |
CITIGROUP INC.
Current Report on Form 8-K
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits: |
| Exhibit No. |
Description | |
| 4.1 | Seventh Supplemental Indenture dated as of May 18, 2016 between Citigroup Inc. and The Bank of New York Mellon, as trustee, to Indenture dated as of March 15, 1987 | |
| 4.2 | Second Supplemental Indenture dated as of May 18, 2016 between Citigroup Inc. and The Bank of New York Mellon, as trustee, to Indenture dated as of April 12, 2001 | |
| 4.3 | Eleventh Supplemental Indenture dated as of May 18, 2016 between Citigroup Inc. and The Bank of New York Mellon, as trustee, to Indenture dated as of July 23, 2004 | |
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 May 20, 2016 | CITIGROUP INC. | |||||
| By: | /s/ Barbara Politi | |||||
| Name: | Barbara Politi | |||||
| Title: | Assistant Secretary | |||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 4.1 | Seventh Supplemental Indenture dated as of May 18, 2016 between Citigroup Inc. and The Bank of New York Mellon, as trustee, to Indenture dated as of March 15, 1987 | |
| 4.2 | Second Supplemental Indenture dated as of May 18, 2016 between Citigroup Inc. and The Bank of New York Mellon, as trustee, to Indenture dated as of April 12, 2001 | |
| 4.3 | Eleventh Supplemental Indenture dated as of May 18, 2016 between Citigroup Inc. and The Bank of New York Mellon, as trustee, to Indenture dated as of July 23, 2004 | |
Exhibit 4.1
CITIGROUP INC.
and
THE BANK OF NEW YORK MELLON
SEVENTH SUPPLEMENTAL INDENTURE
Dated as of May 18, 2016
Supplemental to Indenture dated as of March 15, 1987
providing for the issuance of Debt Securities
SEVENTH SUPPLEMENTAL INDENTURE dated as of May 18, 2016 (this “Seventh Supplemental Indenture”), between Citigroup Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely as trustee (the “Trustee”) under the Indenture dated as of March 15, 1987 (as supplemented, the “Indenture”).
WHEREAS, pursuant to Section 13.01(d) of the Indenture, the Company and the Trustee may enter into a supplemental indenture to supplement any provision in the Indenture;
WHEREAS, the Company desires to enter into this Seventh Supplemental Indenture and hereby requests that the Trustee enter into the same;
WHEREAS, all acts and requirements necessary to make this Seventh Supplemental Indenture the legal, valid and binding obligation of the Company have been done;
NOW, THEREFORE, the Company and the Trustee agree as follows:
ARTICLE ONE
Modifications
Section 1.01. Section 9.02(a) of the Indenture is hereby amended and restated to read as follows:
“The Company will file with the Trustee, within 30 days after the Company shall be required so to file the same with the Securities and Exchange Commission, copies of the annual reports and of the information, documents and other reports which the Company may be required to file with the Securities and Exchange Commission pursuant to the provisions of Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (or copies of such portions of any of the foregoing as the Securities and Exchange Commission may by rules and regulations prescribe); or, if the Company is not required to file information, documents or reports pursuant to the provisions of either of such Sections, then the Company will file with the Trustee and the Securities and Exchange Commission, in accordance with rules and regulations prescribed by the Securities and Exchange Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to the provisions of Section 13 of the Securities Exchange Act of 1934, in respect of a security listed and registered on a national securities exchange, as may be prescribed in such rules and regulations, in each case only in the event such report, information or document is not publicly available on the website of the Securities and Exchange Commission and only to the extent required by the Trust Indenture Act and related rules and regulations prescribed by the Securities and Exchange Commission.”
ARTICLE TWO
Miscellaneous
Section 2.01. The Trustee accepts the trusts created by this Seventh Supplemental Indenture upon the terms and conditions set forth in the Indenture. The Trustee shall not be responsible or accountable in any manner whatsoever for or in respect of, and makes no representation with respect to, the validity or sufficiency of this Seventh Supplemental Indenture or the due execution hereof by the Company and shall not be responsible in any manner whatsoever for or in respect of the correctness of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.
Section 2.02. Capitalized terms used but not defined in this Seventh Supplemental Indenture shall have the meanings given to such terms in the Indenture.
Section 2.03. Except as hereby expressly modified, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
Section 2.04. This Seventh Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes; but such counterparts shall together be deemed to constitute but one and the same instrument.
IN WITNESS WHEREOF, each of CITIGROUP INC. and THE BANK OF NEW YORK MELLON, as Trustee, has caused this Seventh Supplemental Indenture to be signed by one of its officers thereunto duly authorized as of May 18, 2016.
| CITIGROUP INC. | ||
| By: | /s/ Joseph Bonocore | |
| Name: | Joseph Bonocore | |
| Title: | Deputy Treasurer | |
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ Laurence J. O’Brien | |
| Name: | Laurence J. O’Brien | |
| Title: | Vice President | |
Exhibit 4.2
CITIGROUP INC.
and
THE BANK OF NEW YORK MELLON
SECOND SUPPLEMENTAL INDENTURE
Dated as of May 18, 2016
Supplemental to Indenture dated as of April 12, 2001
providing for the issuance of Subordinated Debt Securities
SECOND SUPPLEMENTAL INDENTURE dated as of May 18, 2016 (this “Second Supplemental Indenture”), between Citigroup Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely as trustee (the “Trustee”) under the Indenture dated as of April 12, 2001 (as supplemented, the “Indenture”).
WHEREAS, pursuant to Section 13.01(g) of the Indenture, the Company and the Trustee may enter into a supplemental indenture to supplement any provision in the Indenture;
WHEREAS, the Company desires to enter into this Second Supplemental Indenture and hereby requests that the Trustee enter into the same;
WHEREAS, all acts and requirements necessary to make this Second Supplemental Indenture the legal, valid and binding obligation of the Company have been done;
NOW, THEREFORE, the Company and the Trustee agree as follows:
ARTICLE ONE
Modifications
Section 1.01. Section 9.02(a) of the Indenture is hereby amended and restated to read as follows:
“The Company will file with the Trustee, within 30 days after the Company shall be required so to file the same with the Securities and Exchange Commission, copies of the annual reports and of the information, documents and other reports which the Company may be required to file with the Securities and Exchange Commission pursuant to the provisions of Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (or copies of such portions of any of the foregoing as the Securities and Exchange Commission may by rules and regulations prescribe); or, if the Company is not required to file information, documents or reports pursuant to the provisions of either of such Sections, then the Company will file with the Trustee and the Securities and Exchange Commission, in accordance with rules and regulations prescribed by the Securities and Exchange Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to the provisions of Section 13 of the Securities Exchange Act of 1934, in respect of a security listed and registered on a national securities exchange, as may be prescribed in such rules and regulations, in each case only in the event such report, information or document is not publicly available on the website of the Securities and Exchange Commission and only to the extent required by the Trust Indenture Act and related rules and regulations prescribed by the Securities and Exchange Commission.”
ARTICLE TWO
Miscellaneous
Section 2.01. The Trustee accepts the trusts created by this Second Supplemental Indenture upon the terms and conditions set forth in the Indenture. The Trustee shall not be responsible or accountable in any manner whatsoever for or in respect of, and makes no representation with respect to, the validity or sufficiency of this Second Supplemental Indenture or the due execution hereof by the Company and shall not be responsible in any manner whatsoever for or in respect of the correctness of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.
Section 2.02. Capitalized terms used but not defined in this Second Supplemental Indenture shall have the meanings given to such terms in the Indenture.
Section 2.03. Except as hereby expressly modified, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
Section 2.04. This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes; but such counterparts shall together be deemed to constitute but one and the same instrument.
IN WITNESS WHEREOF, each of CITIGROUP INC. and THE BANK OF NEW YORK MELLON, as Trustee, has caused this Second Supplemental Indenture to be signed by one of its officers thereunto duly authorized as of May 18, 2016.
| CITIGROUP INC. | ||
| By: | /s/ Joseph Bonocore | |
| Name: | Joseph Bonocore | |
| Title: | Deputy Treasurer | |
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ Laurence J. O’ Brien | |
| Name: | Laurence J. O’Brien | |
| Title: | Vice President | |
Exhibit 4.3
CITIGROUP INC.
and
THE BANK OF NEW YORK MELLON
ELEVENTH SUPPLEMENTAL INDENTURE
Dated as of May 18, 2016
Supplemental to Indenture dated as of July 23, 2004
providing for the issuance of Junior Subordinated Debt Securities
ELEVENTH SUPPLEMENTAL INDENTURE dated as of May 18, 2016 (this “Eleventh Supplemental Indenture”), between Citigroup Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely as trustee (the “Trustee”) under the Indenture dated as of July 23, 2004 (as supplemented, the “Indenture”).
WHEREAS, pursuant to Section 9.1(8) of the Indenture, the Company and the Trustee may enter into a supplemental indenture to supplement any provision in the Indenture;
WHEREAS, the Company desires to enter into this Eleventh Supplemental Indenture and hereby requests that the Trustee enter into the same;
WHEREAS, all acts and requirements necessary to make this Eleventh Supplemental Indenture the legal, valid and binding obligation of the Company have been done;
NOW, THEREFORE, the Company and the Trustee agree as follows:
ARTICLE ONE
Modifications
Section 1.01. Section 7.4(1) of the Indenture is hereby amended and restated to read as follows:
“file with the Trustee, within 30 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports which the Company may be required to file with the Commission pursuant to the provisions of Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe); or, if the Company is not required to file information, documents or reports pursuant to the provisions of either of such Sections, then the Company will file with the Trustee and the Commission, in accordance with rules and regulations prescribed by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to the provisions of Section 13 of the Securities Exchange Act of 1934, in respect of a security listed and registered on a national securities exchange, as may be prescribed in such rules and regulations, in each case only in the event such report, information or document is not publicly available on the website of the Commission and only to the extent required by the Trust Indenture Act and related rules and regulations prescribed by the Commission.”
ARTICLE TWO
Miscellaneous
Section 2.01. The Trustee accepts the trusts created by this Eleventh Supplemental Indenture upon the terms and conditions set forth in the Indenture. The Trustee shall not be responsible or accountable in any manner whatsoever for or in respect of, and makes no representation with respect to, the validity or sufficiency of this Eleventh Supplemental Indenture or the due execution hereof by the Company and shall not be responsible in any manner whatsoever for or in respect of the correctness of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.
Section 2.02. Capitalized terms used but not defined in this Eleventh Supplemental Indenture shall have the meanings given to such terms in the Indenture.
Section 2.03. Except as hereby expressly modified, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
Section 2.04. This Eleventh Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes; but such counterparts shall together be deemed to constitute but one and the same instrument.
IN WITNESS WHEREOF, each of CITIGROUP INC. and THE BANK OF NEW YORK MELLON, as Trustee, has caused this Eleventh Supplemental Indenture to be signed by one of its officers thereunto duly authorized as of May 18th, 2016.
| CITIGROUP INC. | ||
| By: | /s/ Joseph Bonocore | |
| Name: | Joseph Bonocore | |
| Title: | Deputy Treasurer | |
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ Laurence J. O’Brien | |
| Name: | Laurence J. O’Brien | |
| Title: | Vice President | |