Attached files
| file | filename |
|---|---|
| EX-10.1 - CITIGROUP INC | v182217_ex10-1.htm |
U.S.
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) April 26, 2010
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.)
|
|
399
Park Avenue, New York,
New
York
(Address
of principal executive offices)
|
10043
(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))
1
CITIGROUP INC.
Current
Report on Form 8-K
Item
1.01 Entry into a Material Definitive Agreement.
On April 26, 2010, Citigroup Inc.
(“Citi”), the United States Department of the Treasury (the “U.S. Treasury”) and
Morgan Stanley & Co. Incorporated (“Morgan Stanley”) entered into an equity
distribution agreement (the “Equity Distribution
Agreement”). Pursuant to the Equity Distribution Agreement, the U.S.
Treasury may offer and sell from time to time up to 7,692,307,692 shares of Citi
common stock it currently holds (the “Shares”) through Morgan Stanley as sales
agent or principal. The U.S. Treasury may also sell the Shares to
Morgan Stanley as principal under a separate agreement and at a price agreed at
the time of sale. Citi will not receive any proceeds from the sale of
the Shares by the U.S. Treasury.
The foregoing description of the Equity
Distribution Agreement is qualified in its entirety by the complete text of the
Equity Distribution Agreement, a copy of which is being filed as Exhibit 10.1 to
this Form 8-K and is incorporated herein by reference in its
entirety.
The U.S. Treasury acquired the Shares
from Citi in connection with Citi’s participation in the Troubled Asset Relief
Program (“TARP”). On October 28, 2008, Citi issued to the U.S.
Treasury $25 billion of its perpetual preferred stock as part of the TARP
Capital Purchase Program. This perpetual preferred stock was
exchanged for the Shares on July 23, 2009 and July 30, 2009. As of
March 31, 2010, the U.S. Treasury held approximately 26.88% of the outstanding
Citi common stock. In an agreement with the U.S. Treasury, Citi has
agreed to reimburse the U.S. Treasury for all discounts, selling commissions,
stock transfer taxes and transaction fees, if any, applicable to the sale of the
Shares and fees and disbursements of counsel for the U.S. Treasury incurred in
connection with any such sale.
In the ordinary course of their
business, Morgan Stanley and/or its affiliates have in the past performed, and
may continue to perform, investment banking, broker dealer, lending, financial
advisory or other services for Citi for which they have received, or may
receive, separate fees.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number
|
||
|
10.1
|
Equity
Distribution Agreement, dated April 26, 2010, among Citigroup Inc., the
United States Department of the Treasury and Morgan Stanley & Co.
Incorporated.
|
2
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.
|
CITIGROUP INC.
|
|||
|
Dated:
April 26, 2010
|
By:
|
/s/
Michael S. Helfer
|
|
| Name: Michael S. Helfer | |||
|
Title: General
Counsel and Corporate Secretary
|
|||
3
EXHIBIT
INDEX
|
Exhibit
Number
|
||
|
10.1
|
Equity
Distribution Agreement, dated April 26, 2010, among Citigroup Inc., the
United States Department of the Treasury and Morgan Stanley & Co.
Incorporated.
|
4