EX-99.29 8 dex9929.htm FORM OF LETTER TO BROKERS FOR PUBLIC PREFERRED EXCHANGE OFFER Form of Letter to Brokers for Public Preferred Exchange Offer

Exhibit 99.29

LETTER TO BROKERS

CITIGROUP INC.

Offers to Exchange

Common Stock for any and all of the issued and outstanding depositary shares representing its:

8.500% Non-Cumulative Preferred Stock, Series F (CUSIP: 172967556)

8.400% Fixed Rate/Floating Rate Non-Cumulative Preferred Stock, Series E (CUSIP: 172967ER8)

8.125% Non-Cumulative Preferred Stock, Series AA (CUSIP: 172967572)

6.500% Non-Cumulative Convertible Preferred Stock, Series T (CUSIP: 172967598)

(collectively, the “Public Preferred Depositary Shares”)

Pursuant to the Prospectus (as defined below)

 

EACH PUBLIC PREFERRED DEPOSITARY EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 24, 2009, UNLESS CITIGROUP INC. EXTENDS SUCH PUBLIC PREFERRED DEPOSITARY EXCHANGE OFFER. TENDERED PUBLIC PREFERRED DEPOSITARY SHARES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

[                    ] , 2009

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Citigroup Inc. (the “Company”) is offering to exchange any and all of its outstanding Public Preferred Depositary Shares for newly issued shares of its common stock (the “Common Stock”), upon the terms and subject to the conditions set forth in the preliminary prospectus dated June [    ], 2009 (the “Prospectus”), a copy of which is enclosed. All capitalized terms used herein and not defined herein have the meaning ascribed to them in the Prospectus.

A Soliciting Dealer Fee of 0.50% of the amount of the liquidation preference of the Public Preferred Depositary Shares accepted for exchange will be paid by the Company to the relevant soliciting broker, dealer, commercial bank, trust company or other nominee. You should be aware that such fee will only be paid with respect to tenders by a beneficial owner of Public Preferred Depositary Shares having an aggregate liquidation preference of $250,000 or less. In order to be eligible to receive the Soliciting Dealer Fee, a properly completed soliciting dealer form must be received by the Exchange Agent prior to the expiration date. Additional details are provided in the Prospectus.

For your information and for forwarding to your clients for whom you hold Public Preferred Depositary Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

 

   

Prospectus;

 

   

letter of transmittal;

 

   

Preferred Stock Proxy Statement;

 

   

Common Stock Proxy Statement; and

 

   

soliciting dealer form.

We are not providing for guaranteed delivery procedures and therefore you must allow sufficient time for the necessary tender procedures to be completed during normal business hours of DTC prior to the expiration date. Tenders received by the Exchange Agent after the expiration date will be disregarded and of no effect.


DTC participants must electronically transmit their acceptance of a Public Preferred Depositary Exchange Offer by causing DTC to transfer their Public Preferred Depositary Shares to the Exchange Agent in accordance with DTC’s ATOP procedures for such a transfer. Through DTC’s ATOP procedures, banks, brokers, custodians or other nominees must deliver to the Exchange Agent an electronic message that contains:

 

   

your client’s Proxy Instruction to approve the Common Stock Amendments;

 

   

your client’s Voting Instruction to approve the Public Preferred Stock Amendments, or if your client did not hold Public Preferred Depositary Shares as of the Preferred Stock Record Date, a Tender Certification to that effect. A separate ATOP option (and Contra-CUSIP) will be provided for banks and brokers to exchange their client’s record date and non-record date shares; and

 

   

your client’s acknowledgement and agreement to, and agreement to be bound by, the terms of the letter of transmittal (including the Voting Trust Agreement) pursuant to which, your client, among other things, irrevocably instructs the Exchange Agent to deliver the shares of Common Stock to be issued to your client in respect of its tendered Public Preferred Depositary Shares to the Voting Trust.

DTC will then send an Agent’s Message to the Exchange Agent.

The term “Agent’s Message” means a message transmitted by DTC, received by the Exchange Agent and forming a part of the Book-Entry Confirmation (defined below), which states that DTC has received an express acknowledgement from the DTC participant tendering Public Preferred Depositary Shares that are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Exchange Offer, as set forth in the Prospectus and the letter of transmittal and that the Company may enforce such agreement against such participant.

In all cases, exchange of Public Preferred Depositary Shares accepted for exchange in any Public Preferred Depositary Exchange Offer will be made only after timely receipt by the Exchange Agent or confirmation of book-entry transfer of such Public Preferred Depositary Shares into the Exchange Agent’s account at DTC (the “Book-Entry Confirmation”), a properly completed and duly executed letter of transmittal (or a facsimile thereof or satisfaction of the procedures of the applicable Clearing System) and any other documents required thereby.

Delivery of Public Preferred Depositary Shares and the method of delivery of all other required documents is at your election and risk and, except as otherwise provided in the letter of transmittal, delivery will be deemed made only when actually received by the Exchange Agent.

On the settlement date, in accordance with your client’s instructions in the letter of transmittal, we will deliver Common Stock to be issued in respect of the tendered Public Preferred Depositary Shares to the Voting Trust for a period of one business day, in accordance with the terms of the Voting Trust Agreement. On the following day, the Common Stock will be delivered to you via DTC for allocation to your client.

YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE TO OBTAIN THEIR INSTRUCTIONS.

Any inquiries you may have with respect to the Public Preferred Depositary Exchange Offers should be directed to, and additional copies of the enclosed materials may be obtained from, Morrow & Co. LLC, the information agent for the Public Preferred Depositary Exchange Offers. Banks and brokers should call (203) 658-9400 or 800-662-5200 with questions. Holders should call 800-445-0102.

Very truly yours,

CITIGROUP INC.

 

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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON AS THE AGENT OF THE COMPANY, THE INFORMATION AGENT, THE EXCHANGE AGENT OR THE DEALER MANAGER, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE PUBLIC PREFERRED DEPOSITARY EXCHANGE OFFERS OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED HEREIN.

 

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