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) June 28, 2019 (June 27, 2019)
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
(Registrants 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)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: See Exhibit 99.1
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
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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: June 28, 2019 | CITIGROUP INC. | |||||
By: | /s/ Jimmy Yang | |||||
| ||||||
Jimmy Yang | ||||||
Assistant Secretary |
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Exhibit 4.1
CITIGROUP INC.
and
THE BANK OF NEW YORK MELLON
FOURTH SUPPLEMENTAL INDENTURE
Dated as of June 27, 2019
Supplemental to Indenture dated as of April 12, 2001
providing for the issuance of
Subordinated Debt
Securities
FOURTH SUPPLEMENTAL INDENTURE dated as of June 27, 2019 (this Fourth Supplemental Indenture), between Citigroup Inc., a Delaware corporation (the Company), and The Bank of New York Mellon, a New York banking corporation, as successor to J.P. Morgan Trust Company, N.A. (formerly Bank One Trust Company, N.A.), not in its individual capacity but solely as trustee (the Trustee) under the Indenture dated as of April 12, 2001, as supplemented by the First Supplemental Indenture dated August 2, 2004, the Second Supplemental Indenture dated May 18, 2016 and the Third Supplemental Indenture dated March 1, 2017 (the Indenture).
WHEREAS, pursuant to Section 13.01(c) of the Indenture, the Company and the Trustee may enter into a supplemental indenture without the consent of Securityholders to change or eliminate any of the provisions of the Indenture; provided that any such change or elimination shall become effective only when there is no Security of any series Outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;
WHEREAS, this Fourth Supplemental Indenture shall not apply to any Security that is Outstanding, or that is part of a series any Security of which is Outstanding, on the date hereof and shall apply only to Securities issued after the date hereof;
WHEREAS, all acts and requirements necessary to make this Fourth Supplemental Indenture, a legal, valid and binding obligation of the Company have been done;
WHEREAS, the Company desires to enter into this Fourth Supplemental Indenture and hereby requests that the Trustee enter into the same;
NOW, THEREFORE, the Company and the Trustee agree as follows:
ARTICLE ONE
Modifications
Section 1.01. Section 13.01(a) of the Indenture is hereby amended by adding a new subparagraph thereto as follows:
(i) to conform the terms and provisions of Securities of any series issued pursuant to this Indenture to the terms and provisions of such Securities specified in the applicable final prospectus filed with the Securities and Exchange Commission under Rule 424(b).
ARTICLE TWO
Miscellaneous
Section 2.01. The Trustee accepts the trusts created by this Fourth 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 Fourth 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.
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Section 2.02. Capitalized terms used but not defined in this Fourth 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 Fourth 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.
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IN WITNESS WHEREOF, each of CITIGROUP INC. and THE BANK OF NEW YORK MELLON, as Trustee, has caused this Fourth Supplemental Indenture to be signed by one of its officers thereunto duly authorized as of June 27, 2019.
CITIGROUP INC. | ||
By: | /s/ Elissa Steinberg | |
| ||
Name: Elissa Steinberg Title: Assistant Treasurer | ||
THE BANK OF NEW YORK MELLON, as Trustee | ||
By: | /s/ Laurence J. OBrien | |
| ||
Name: Laurence J. OBrien Title: Vice President |
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Exhibit 4.2
CITIGROUP INC.
and
THE BANK OF NEW YORK MELLON
FOURTH SUPPLEMENTAL INDENTURE
Dated as of June 27, 2019
Supplemental to Indenture dated as of November 13, 2013
providing for the issuance of
Senior Debt Securities
FOURTH SUPPLEMENTAL INDENTURE dated as of June 27, 2019 (this Fourth 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 November 13, 2013, as supplemented by the First Supplemental Indenture dated February 1, 2016, the Second Supplemental Indenture dated December 29, 2016 and the Third Supplemental Indenture dated June 26, 2017 (the Indenture).
WHEREAS, pursuant to Section 15.01(a)(iii) of the Indenture, the Company and the Trustee may enter into a supplemental indenture without the consent of Securityholders to change any provision of the Indenture; provided that any such change shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply;
WHEREAS, this Fourth Supplemental Indenture shall not apply to any Security that is Outstanding, or that is part of a series any Security of which is Outstanding, on the date hereof and shall apply only to Securities issued after the date hereof;
WHEREAS, all acts and requirements necessary to make this Fourth Supplemental Indenture, a legal, valid and binding obligation of the Company have been done;
WHEREAS, the Company desires to enter into this Fourth Supplemental Indenture and hereby requests that the Trustee enter into the same;
NOW, THEREFORE, the Company and the Trustee agree as follows:
ARTICLE ONE
Modifications
Section 1.01. Section 15.01(a) of the Indenture is hereby amended by adding a new subparagraph thereto as follows:
(x) to conform the terms and provisions of Securities of any series issued pursuant to this Indenture to the terms and provisions of such Securities specified in the applicable final prospectus filed with the SEC under Rule 424(b).
ARTICLE TWO
Miscellaneous
Section 2.01. The Trustee accepts the trusts created by this Fourth 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 Fourth 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.
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Section 2.02. Capitalized terms used but not defined in this Fourth 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 Fourth 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.
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IN WITNESS WHEREOF, each of CITIGROUP INC. and THE BANK OF NEW YORK MELLON, as Trustee, has caused this Fourth Supplemental Indenture to be signed by one of its officers thereunto duly authorized as of June 27, 2019.
CITIGROUP INC. | ||
By: | /s/ Elissa Steinberg | |
| ||
Name: Elissa Steinberg Title: Assistant Treasurer | ||
THE BANK OF NEW YORK MELLON, as Trustee | ||
By: | /s/ Laurence J. OBrien | |
| ||
Name: Laurence J. OBrien Title: Vice President |
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Exhibit 99.1
Citigroup Inc. securities registered pursuant to Section 12(b)
of the Securities Exchange Act of 1934:
Title of each class |
Ticker Symbol(s) |
Name of each exchange on which registered | ||
Common Stock, par value $.01 per share | C |
New York Stock Exchange | ||
Depositary Shares, each representing 1/1,000th interest in a share of 7.125% Fixed/Floating Rate Noncumulative Preferred Stock, Series J | C Pr J |
New York Stock Exchange | ||
Depositary Shares, each representing 1/1,000th interest in a share of 6.875% Fixed/Floating Rate Noncumulative Preferred Stock, Series K | C Pr K |
New York Stock Exchange | ||
Depositary Shares, each representing 1/1,000th interest in a share of 6.300% Noncumulative Preferred Stock, Series S | C Pr S |
New York Stock Exchange | ||
7.625% Trust Preferred Securities of Citigroup Capital III (and registrants guaranty with respect thereto) | C/36Y |
New York Stock Exchange | ||
7.875% Fixed Rate / Floating Rate Trust Preferred Securities (TruPS®) of Citigroup Capital XIII (and registrants guaranty with respect thereto) | C N |
New York Stock Exchange | ||
6.829% Fixed Rate / Floating Rate Enhanced Trust Preferred Securities (Enhanced TruPS®) of Citigroup Capital XVIII (and registrants guaranty with respect thereto) | C/67BP |
New York Stock Exchange | ||
C-Tracks Exchange-Traded Notes Based on the Performance of the Miller/Howard MLP Fundamental Index Due September 28, 2023 | MLPC |
NYSE Arca | ||
C-Tracks Exchange-Traded Notes Miller/Howard Strategic Dividend Reinvestor Due September 16, 2024 | DIVC |
NYSE Arca | ||
C-Tracks Exchange-Traded Notes on the Miller/Howard MLP Fundamental Index, Series B, Due July 13, 2026 of Citigroup Global Markets Holdings Inc. (CGMHI) (and registrants guaranty with respect thereto) | MLPE |
NYSE Arca | ||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. JPY Index due December 15, 2032 of CGMHI (and registrants guaranty with respect thereto) | DJPY |
NYSE Arca | ||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. GBP Index due December 15, 2032 of CGMHI (and registrants guaranty with respect thereto) | DGBP |
NYSE Arca |
1
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. EUR Index due December 15, 2032 of CGMHI (and registrants guaranty with respect thereto) | DEUR |
NYSE Arca | ||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. CHF Index due December 15, 2032 of CGMHI (and registrants guaranty with respect thereto) | DCHF |
NYSE Arca | ||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. AUD Index due December 15, 2032 of CGMHI (and registrants guaranty with respect thereto) | DAUD |
NYSE Arca | ||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long JPY vs. USD Index due December 15, 2032 of CGMHI (and registrants guaranty with respect thereto) | UJPY |
NYSE Arca | ||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long EUR vs. USD Index due December 15, 2032 of CGMHI (and registrants guaranty with respect thereto) | UEUR |
NYSE Arca | ||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long GBP vs. USD Index due December 15, 2032 of CGMHI (and registrants guaranty with respect thereto) | UGBP |
NYSE Arca | ||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long CHF vs. USD Index due December 15, 2032 of CGMHI (and registrants guaranty with respect thereto) | UCHF |
NYSE Arca | ||
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long AUD vs. USD Index due December 15, 2032 of CGMHI (and registrants guaranty with respect thereto) | UAUD |
NYSE Arca | ||
VelocityShares® Long LIBOR ETNs due August 16, 2032 of CGMHI (and registrants guaranty with respect thereto) | ULBR |
NYSE Arca | ||
VelocityShares® Short LIBOR ETNs due August 16, 2032 of CGMHI (and registrants guaranty with respect thereto) | DLBR |
NYSE Arca | ||
VelocityShares® 3x Long Crude Oil ETNs linked to the S&P GSCI® Crude Oil Index ER due December 15, 2031 of CGMHI (and registrants guaranty with respect thereto) | UWT |
NYSE Arca |
2
VelocityShares® 3x Inverse Crude Oil ETNs linked to the S&P GSCI® Crude Oil Index ER due December 15, 2031 of CGMHI (and registrants guaranty with respect thereto) | DWT |
NYSE Arca | ||
Medium-Term Senior Notes, Series N, Callable Step-Up Coupon Notes Due March 31, 2036 of CGMHI (and registrants guaranty with respect thereto) | C/36A |
New York Stock Exchange | ||
Medium-Term Senior Notes, Series G, Callable Fixed Rate Notes Due January 13, 2027 | C27C |
New York Stock Exchange |
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