Davis Polk & Wardwell is advising Citigroup Inc. on its public exchange offers of convertible and non-convertible preferred and trust preferred securities for common stock. Under its definitive agreement with the U.S. government, the Government will exchange a portion of its preferred securities with an aggregate liquidation value of up to $25 billion for interim securities and warrants and its remaining preferred securities for trust preferred securities. The public exchange offers are currently scheduled to expire on July 24, 2009, subject to extension by Citi. Assuming full participation in the swaps, Citi will convert into common shares approximately $58 billion of preferred stock and trust preferred securities.

The Davis Polk corporate team includes partners George R. Bason Jr., Louis L. Goldberg and Michael Davis and associates Ashleigh S. Kyle, Aman Solomon (not yet admitted) and Randy Samson. The tax team includes partners Avishai Shachar and Neil Barr and associate Jason Rubin Sussman, all of the New York office, and partner Rachel D. Kleinberg and associate M. Ryan LaRosa, both of the Menlo Park office. Partner Randall D. Guynn and associates Brian Wolfe and Joel Pulliam, all of the New York office, and partner Margaret E. Tahyar and associate Tyler B. Carson, both of the Paris office, are providing bank regulatory advice. Partner Kyoko Takahashi Lin and associates Ron M. Aizen and Sarah Ashfaq (not yet admitted) are providing benefits advice. Partner Deanna L. Kirkpatrick is providing capital markets advice. Except as noted above, all members of the Davis Polk team are based in the New York office.