Davis Polk & Wardwell LLP is advising Citigroup, Inc. on its offering of $20.5 billion of new equity capital and debt securities in connection with Citi’s repayment of $20 billion of TARP trust preferred securities. The offering consists of $17 billion of common stock, with an over-allotment option of $2.55 billion, and $3.5 billion of tangible equity units, consisting of approximately $2.8 billion of prepaid common stock purchase contracts and approximately $700 million of subordinated notes. In connection with Citi’s offering, the U.S. Treasury will sell up to $5 billion of the common stock it holds in a concurrent secondary offering.

Davis Polk is also advising Citi in connection with the termination of the loss-sharing agreement between Citi, the U.S. Treasury and other U.S. regulators.

The Davis Polk corporate team includes partners John M. Brandow, George R. Bason Jr., Louis L. Goldberg and Michael Davis and associates Ashleigh S. Kyle, Derek Dostal, E. Ashley Harris and Hildegard van Zyl (not yet admitted). Partners Avishai Shachar, Lucy W. Farr and Neil Barr and associate M. Ryan LaRosa of the Menlo Park office are providing tax advice. Partner Laureen F. Bedell and counsel Erika Diane White are providing credit advice. Partner Kyoko Takahashi Lin and associate Ron M. Aizen are providing benefits advice. Partner Luigi L. De Ghenghi and counsel Reena Agrawal Sahni are providing bank regulatory advice. Except as noted above, all members of the Davis Polk team are based in the New York office.