Attached files
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| EX-99.1 - CITIGROUP INC | v207935_ex99-1.htm |
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) January 11, 2011
Citigroup
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9924
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52-1568099
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(State
or other
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(Commission
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(IRS
Employer
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jurisdiction
of
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File
Number)
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Identification
No.)
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incorporation)
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399 Park
Avenue, New York, New York 10043
(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
3.03. Material Modification to Rights of Security
Holders.
On January 11, 2011, Citigroup Inc.,
its wholly owned subsidiary CitiFinancial Credit Company, and The Bank of New
York Mellon, as trustee, entered into a Fifth Supplemental Indenture (the "Fifth
Supplemental Indenture") to the Indenture, dated as of December 1, 1986, among
CitiFinancial Credit Company (formerly Commercial Credit Company), Citigroup, as
guarantor, and The Bank of New York Mellon, as trustee (as amended and
supplemented, the "Indenture"). As previously announced, Citigroup
solicited consents to amend the Indenture and, as of January 7, 2011, had
received consents from holders of $173,260,000 in aggregate principal amount of
CitiFinancial Credit Company's 6.625% Notes due 2015 issued under the Indenture
(the "6.625% Notes"), which represents approximately 90% of the aggregate
principal amount of the outstanding 6.625% Notes.
The Fifth
Supplemental Indenture eliminates Section 801 of the Indenture solely with
respect to the 6.625% Notes. Section 801 of the Indenture requires
that any successor to CitiFinancial Credit Company by merger, consolidation or
disposition of all or substantially all of CitiFinancial Credit Company's assets
(1) be a United States person and assume all of the obligations of CitiFinancial
Credit Company under the Indenture and (2) upon succession not be in default of
any terms of the Indenture. As such, the obligations of CitiFinancial
vis-à-vis the holders of the 6.625% Notes would be unaffected by any such
transaction. The amendments contained in the Fifth Supplemental
Indenture become operative upon payment of the consent payment to the holders of
the 6.625% Notes that have delivered their consents, which is expected to occur
on or about January 27, 2011. The Fifth Supplemental Indenture is
binding on all holders of the 6.625% Notes.
The
foregoing description of the Fifth Supplemental Indenture does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Fifth Supplemental Indenture, a copy of which is attached hereto as Exhibit 99.1
and the terms of which are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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99.1
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Fifth
Supplemental Indenture, dated January 11,
2011
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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.
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Dated: January
12, 2011
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CITIGROUP
INC.
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By:
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/s/ Michael J. Tarpley
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| Name: Michael J. Tarpley | ||
| Title: Assistant Secretary | ||