SUBJECT TO COMPLETION, DATED OCTOBER 20, 2021
PRELIMINARY PROSPECTUS
SUPPLEMENT
(to prospectus dated May 11, 2021)
Depositary Shares
Each Representing a 1/25th Interest in a Share of
% Fixed Rate Reset Noncumulative Preferred Stock, Series Y
Citigroup Inc. is offering depositary shares, each representing a
1/25th interest in a share of perpetual % Fixed Rate Reset Noncumulative Preferred Stock, Series Y, $1.00 par value, with a liquidation preference of $25,000 per share (equivalent to $1,000 liquidation preference per
depositary share) (the Preferred Stock). Each depositary share, evidenced by a depositary receipt, entitles the holder, through the depositary, to a proportional fractional interest in all rights and preferences of the Preferred Stock
(including dividend, voting, redemption, and liquidation rights).
Citigroup will pay cash dividends on the Preferred Stock,
only when, as, and if declared by the board of directors of Citigroup, or a duly authorized committee of the board, out of funds legally available to pay dividends, on the of each February, May, August and November (each, a
dividend payment date) (i) from, and including, the date of issuance of the Preferred Stock to, but excluding, November , 2026, at an annual rate of % on the liquidation preference
amount of $25,000 per share of Preferred Stock (equivalent to $ per depositary share per year), quarterly in arrears, beginning on Februrary , 2022, and
(ii) from, and including, November , 2026, for each reset period, at an annual rate equal to the five-year treasury rate as of the most recent reset dividend determination date (as described in Description of
the Preferred StockDividends below) plus % on the liquidation preference amount of $25,000 per share of Preferred Stock, quarterly in arrears, beginning on Februrary , 2027. Payment of
dividends on the Preferred Stock is subject to certain legal, regulatory and other restrictions as described elsewhere in this prospectus supplement. Dividends on the Preferred Stock will not be cumulative.
Citigroup may redeem the Preferred Stock (i) in whole at any time or in part, from time to time, on any dividend payment date on or
after November , 2026 or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined on page S-16), in each case at a cash
redemption price equal to $25,000 per share of Preferred Stock (equivalent to $1,000 per depositary share) plus any declared and unpaid dividends, and without accumulation of any undeclared dividends, to, but excluding, the redemption date. If
Citigroup redeems the Preferred Stock, the depositary will redeem a proportionate number of depositary shares. Under current rules and regulations, Citigroup would need regulatory approval to redeem the Preferred Stock.
The Preferred Stock will not have voting rights, except in the limited circumstances described in Description of the Preferred
Stock Voting Rights beginning on page S-17 and as specifically required by Delaware law.
The depositary
shares will not be listed on any securities exchange.
Investing in the depositary shares and the Preferred Stock involves a
number of risks. See the Risk Factors section beginning on page S-7, where specific risks associated with the depositary shares and the Preferred Stock are
described and the factors listed and described under Risk Factors in our annual report on Form 10-K for the year ended December 31, 2020, along with the other information in, or
incorporated by reference in, this prospectus supplement and the accompanying prospectus before you make your investment decision.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Neither the depositary shares
nor the Preferred Stock are deposits or savings accounts. These securities are not insured by the Federal Deposit Insurance Corporation or by any other governmental agency or instrumentality.
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Per Depositary Share
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Total
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Public Offering Price
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$
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$
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Underwriting Discount
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$
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$
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Proceeds to Citigroup (before expenses)
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$
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$
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Net proceeds to Citigroup (after expenses) are expected to be approximately
$ .
The
underwriters are offering the depositary shares subject to certain conditions. The underwriters expect that the depositary shares will be ready for delivery to investors on or about
, 2021, in book-entry form only through the facilities of The Depository Trust Company and its direct participants, including
Clearstream and Euroclear.
Sole Structuring Coordinator
and Sole Book-Running Manager
October , 2021