Feb 28 2009
U.S. Government/CitiGroup Deal
In October/November, 2008 New York-based CitiGroup received $45 billion in preferred shares from the U.S. Government. At that same time the Government agreed as a further ‘backstop’ to absorb up to $250 billion of just over $300 billion of ‘toxic assets’.
An article yesterday said as a result of a conversion of up to $25 billion of that $45 billion in preferred shares to common stock, the U.S. Government will boost its common shareholding in CitiGroup to up to 36% in circumstances where private investors convert a like number of preferred shares to common shares. The result could be that existing common shareholders will be diluted by up to 74% - leaving them with as little as a 36% common share interest in CitiGroup. This conversion (characterized in the article as “the latest rescue”) does not inject more capital into Citigroup. What it does do is give “the government more of a voting stake and far greater influence over the bank’s operations, short of outright nationalization”. The agreement will boost Citigroup’s tangible common equity ratio , a measure of capital, to between 5.4 % - 8.1% from the fourth quarter’s 3.0%.
The article states that “Shares of Citigroup closed down 39 percent on Friday, and touched their lowest level in at least 18 years. The market value of what was once the world’s most valuable bank has fallen to $8.2 billion from a peak above $270 billion roughly two years ago”. Moody’s Investors Service cut Citigroup debt one notch to “A3,” its fourth-lowest investment grade, saying Citigroup is likely to shrink”. Standard & Poor’s affirmed its “A” rating, a notch higher.
Concurrently, Citigroup will halt dividends on preferred and common stock, but maintain payouts on trust preferred securities.
My Comments: First, I had to read two articles carefully and make a number of calculations in order to ‘sort out’ exactly how (I think) this complex arrangement works. I should not have had to do that if those reporting the transaction better understood how to explain share conversions and dilution percentages. Second, based on my assessment of the arrangement, it does not strike me as commercial. In the ‘private sector’ world as I know it ,the existing common shareholders would end up with little or nothing as contrasted to 36% of the potential number of common shares ultimately outstanding. I can only assume the:
• assume private investors who apparently have agreed (according to the articles referenced in this blog) to convert preferred shares at a price based on $3.25 per common share must believe their preferred shares are worth little if anything without this deal;
• assume the fact that the U.S. Government and the existing common shareholders each potentially end up with a 36% common share position is not coincidence and that, consistent with what it has been saying for the past several days, the U.S. Government does not want to nationalize this (or likely any other) bank; and,
• conclude that on the balance of probabilities we have not heard the last of CitiGroup in the context of U.S. Government ‘bailouts’, and in the end the 36% common share interest owned by now existing common shareholders will be further diluted – and likely by not a small amount.
Read the articles I read when developing this post by clicking here (first article) and clicking here (second article).
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