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Wednesday, January 26, 2011 1:42:04 AM
.Citigroup Reports Consent Solicitation of Citigroup Capital XI
56 minutes ago - CLM
Close-Up MediaCitigroup Inc. announced that it has commenced a consent solicitation from holders of record on January 21, 2011 of the 6.00 percent Capital Securities (TRUPS) of Citigroup Capital XI to terminate each of ten capital replacement covenants executed by Citigroup in connection with various securities offerings.
The proposed termination of the Capital Replacement Covenants requires, among other conditions, the instruction to consent of the holders of at least a majority in aggregate liquidation amount of the Covered Securities outstanding. The complete terms and conditions of the Consent Solicitation are as set forth in Citigroup's Consent Solicitation Statement dated January 21, 2011 and the related Consent Letter (together, the "Solicitation Documents"), to be distributed to holders of the Covered Securities for their consideration. Holders are urged to read the Solicitation Documents carefully.
Under the terms of the Capital Replacement Covenants, Citigroup may only repurchase, redeem or repay the Securities if a specific portion of the funds used are proceeds of the sale of equity or certain equity-like securities and if such sale took place within a specified time period prior to such repurchase, redemption or repayment.
The Consent Solicitation will expire at 5 p.m., New York City time, on Thursday, February 17, 2011, unless extended or earlier terminated by Citigroup (the "Expiration Time").
If Citigroup receives the valid Consents of holders of at least a majority in aggregate liquidation amount of the Covered Securities outstanding (the "Requisite Consents"), holders who validly deliver their Consent by the Expiration Time in the manner described in the Solicitation Documents will be eligible to receive a consent fee of 0.50 percent of the liquidation amount of Covered Securities as to which such Consent was validly delivered. Consents that have been delivered on or prior to the date on which the Requisite Consents have been obtained (the "Consent Date") may be revoked on or prior to the Consent Date but not thereafter. Consents that have been delivered after the Consent Date may not be revoked at any time. If the proposed termination of the Capital Replacement Covenants is approved, the termination will be binding on all holders of the Covered Securities, including those that did not deliver their Consent, and only holders validly delivering their Consent will receive the consent fee.
With respect to any Consent accepted by Citigroup, we will pay the relevant soliciting dealer a fee of 0.50 percent of the liquidation amount of the Covered Securities as to which the Consent was validly delivered, provided that such fee will only be paid with respect to Consents by a beneficial owner of Covered Securities having an aggregate liquidation amount of $250,000 or less.
Citi is a global financial services company.
((Comments on this story may be sent to newsdesk@closeupmedia.com))
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