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Monday, November 24, 2008

US Backs $300 billion in Citigroup Assets

They never sleep. Now we know why.


November 23, 2008
1
Summary of Terms

Eligible Asset Guarantee

Eligible Assets: Asset pool consisting of loans and securities backed by residential real estate and commercial real estate, and their associated hedges, as agreed, and other such assets as the U.S. Government (USG) has agreed to guarantee. Each specific asset must be identified on signing of guarantee agreement. Assets will remain on the books of institution but will be appropriately “ring-fenced.”

Size: Up to $306 bn in assets to be guaranteed (based on valuation agreed upon between institution and USG).

Term of Guarantee: FDIC standard loss-sharing protocol: Guarantee is in place for 10 years for residential assets, 5 years for non-residential assets.

Deductible: Institution absorbs all losses in portfolio up to $29 bn (in addition to existing reserves) Any losses in portfolio in excess of that amount are shared USG (90%) and institution (10%).

USG share will be allocated as follows:
UST (via TARP) second loss up to $5 bn;
FDIC takes the third loss up to $10 bn;

Financing: Federal Reserve funds remaining pool of assets with a non-recourse loan, subject to the institution’s 10% loss sharing, at a floating rate of OIS plus 300bp. Interest payments are with recourse to the institution.

Fee for Guarantee -
Preferred Stock: Institution will issue $7 bn of preferred stock with an 8% dividend rate (under terms described below). $4 bn of preferred will be issued to UST. $3 bn will be issued to the FDIC.

Management of Assets: USG will provide institution with a template to manage guaranteed assets. This template will include the use of mortgage modification procedures adopted by the FDIC, unless otherwise agreed.

Risk Weighting:
Institution will retain the income stream from the guaranteed assets. Risk weighting for assets will be 20%.

November 23, 2008

2
Dividends: Institution is prohibited from paying common stock dividends, in excess of $.01 per share per quarter, for 3 years without UST/FDIC/FRB consent. A factor taken into account for consideration of the USG’s consent is the ability to complete a common stock offering of appropriate size.

Executive Compensation: An executive compensation plan, including bonuses, that rewards long-term performance and profitability, with appropriate limitations, must be submitted to, and approved by, the USG

Corporate Governance: Other matters as specified November 23, 2008

3
Preferred Securities

Issuer: Citigroup (“Citi”)

Initial Holder: United States Department of the Treasury (“UST”).

Size: $20 billion

Security: Preferred, liquidation preference $1,000 per share. (Depending upon the available authorized preferred shares, the UST may agree to purchase preferred with a higher liquidation preference per share, in which case the UST may require Citi to appoint a depositary to hold the Preferred and issue depositary receipts.)

Ranking: Same terms as preferred issued in CPP.

Term: Perpetual life.

Dividend: The Preferred will pay cumulative dividends at a rate of 8% per annum. Dividends will be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year.

Redemption: In stock or cash, as mutually agreed between UST and Citi. Otherwise, redemption terms of CPP preferred terms apply.

Restrictions on Dividends: Institution is prohibited from paying common stock dividends, in excess of $.01 per share per quarter, for 3 years without UST consent. A factor taken into account for consideration of the UST’s consent is the ability to complete a common stock offering of appropriate size.

Repurchases: Same terms as preferred issued in CPP.

Voting rights: The Preferred shall be non-voting, other than class voting rights on (i) any authorization or issuance of shares ranking senior to the Preferred, (ii) any amendment to the rights of Preferred, or (iii) any merger, exchange or similar transaction which would adversely affect the rights of the Preferred. If dividends on the Preferred are not paid in full for six dividend periods, whether or not consecutive, the Preferred will have the right to elect 2 directors. The right to elect directors will end when full dividends have been paid for (i) all prior dividend periods in the case of cumulative Preferred or (ii) four consecutive dividend periods in the case of non-cumulative Preferred.

November 23, 2008

4
Transferability: The Preferred will not be subject to any contractual restrictions on
transfer.

Executive Compensation: An executive compensation plan, including bonuses, that rewards long-term performance and profitability, with appropriate limitations, must be submitted to, and approved by, the USG.

Summary of Warrant Terms

Warrant: Institution will issue a warrant to UST for an aggregate exercise value of 10% of the total preferred issued to USG (in both transactions) ($2.7 bn).

Exercise Price: The strike price will be equal to $10.61 per share (the 20 day trailing average ending on November 21, 2008). The warrants issued to UST are not subject to reduction based on additional offerings.

Term: Ten years, immediately exercisable, in whole or in part.

DEPARTMENT OF THE TREASURY FEDERAL RESERVE BOARD

__________________________ _______________________________


CITIGROUP INC. FEDERAL DEPOSIT INSURANCE CORP.


___________________________ ______________________________



27 comments:

  1. They had no choice but to do this. Remember this is nothing personal. This is business, real big business, and the banking system and the dollar would never have been able to take a bank as large as Citi going down.

    It astounds me that this has happened, but we are in a whole new world. The lesson for the long run is simple. If something is too big to fail, it is simply too big.

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  2. Shares spent most of the day in the red, but rallied more than 1 per cent in the last half-hour of trading as details of the $US300 billion deal reached trading desks.

    The benchmark S&P/ASX 200 rose 8.6 points, or 0.25 per cent, to 3425.1.

    The All Ordinaries finished higher by 1.9 points at 3388.8.


    Aussie Market Rises

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  3. I would not want to be short this stock at 9:30 Am in NYC.

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  4. Interesting, citi has $2 trillion in assets and the government is insuring 15% of them. They have to identify them, so that must be the cream of the crap, but the document says "(based on valuation agreed upon between institution and USG)" So Citi may as well write it down now once and for all.

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  5. Zogby has a poll out that shows 57%of Obama voters couldn't identify which party has controlled the House and the Senate in the last two years.

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  6. Sulfuric Acid Lake In Costa Rica

    This photo relates to our economic and cultural situation in some way, but not sure just how.

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  7. Real Clear Politics Sucks

    Won't allow articles concerning Obama's eligibility to be President.

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  8. This comment has been removed by the author.

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  9. Wonder if any choppers have ever gone in the acid bath?
    On the big Island they've had several brought down in the Vog. (Volcanic "Fog")

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  10. That photo is the environment in action. Real time.

    Irazu is an active volcano. Real world stuff, not fronds, butterflies and zippity-doo-dah.

    That is raw chemistry, geology and physics in action.

    It is the sort of thing that happens on a galactic scale all the time for all time.

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  11. Real Clear Politics is a part of Forbes, now, bob. So they won't go to the fringe articles, but only those that are coloring inside the lines.

    Obama, born in Kenya, that is still considered a wacko story, not ready for serious consideration, sorry.

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  12. Obama's gonna bring down Volcanic Emissions by *80%*
    by 2050, according to The One Hisself.

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  13. US Supreme Court case > OBAMA ADMITS HE WAS BRITISH CITIZEN AT BIRTH - AS SUCH OBAMA IS NOT A NATURAL BORN CITIZEN OF US
    Posted: Nov.15.2008 @ 10:06 am | Lasted edited: Nov.17.2008 @ 10:22 pm
    OBAMA ADMITS HE WAS A BRITISH CITIZEN "AT BIRTH" - AS SUCH, OBAMA IS NOT A NATURAL BORN CITIZEN OF THE UNITED STATES AND NEITHER WERE THE FRAMERS OF THE CONSTITUTION, HENCE THE GRANDFATHER CLAUSE IN ARTICLE 2. SECTION 1, CLAUSE 5 OF THE US CONSTITUTION

    **NEW**audio file, 50 minute interview with Leo Donofrio...on Plains Radio
    [UPDATE]: 3:39 PM.

    (This blog post below contains the single most controlling legal precedent establishing Senator Barack Obama's ineligibility to be President under the Constitution. So I am leaving this blog post at the top of the blog for the next few days. Please study its simple premise.)

    Don't be distracted by the birth certificate and Indonesia issues. They are irrelevant to Senator Obama's ineligibility to be President. Since Barack Obama's father was a Citizen of Kenya and therefore subject to the jurisdiction of the United Kingdom at the time of Senator Obama's birth, then Senator Obama was a British Citizen "at birth", just like the Framers of the Constitution, and therefore, even if he were to produce an original birth certificate proving he were born on US soil, he still wouldn't be eligible to be President.


    The Framers of the Constitution, at the time of their birth, were also British Citizens and that's why the Framers declared that, while they were Citizens of the United States, they themselves were not "natural born Citizens". Hence their inclusion of the grandfather clause in Article 2, Section 1, Clause 5 of the Constitution:


    No person except a natural born Citizen, or a Citizen of the United States, at the time of the Adoption of this Constitution shall be eligible to the Office of President;


    That's it right there. (Emphasis added.)

    The Framers wanted to make themselves eligible to be President, but they didn't want future generations to be Governed by a Commander In Chief who had split loyalty to another Country. The Framers were comfortable making an exception for themselves. They did, after all, create the Constitution. But they were not comfortable with the possibility of future generations of Presidents being born under the jurisdiction of Foreign Powers, especially Great Britain and its monarchy, who the Framers and Colonists fought so hard in the American Revolution to be free of.


    The Framers declared themselves not eligible to be President as "natural born Citizens", so they wrote the grandfather clause in for the limited exception of allowing themselves to be eligible to the Presidency in the early formative years of our infant nation.

    But nobody alive today can claim eligibility to be President under the grandfather clause since nobody alive today was a citizen of the US at the time the Constitution was adopted.

    The Framers distinguished between "natural born Citizens" and all other "Citizens". And that's why it's important to note the 14th Amendment only confers the title of "Citizen", not "natural born Citizen". The Framers were Citizens, but they weren't natural born Citizens. They put the stigma of not being natural born Citizens on themselves in the Constitution and they are the ones who wrote the Document.

    Since the the Framers didn't consider themselves to have been "natural born Citizens" due to their having been subject to British jurisdiction at their birth, then Senator Obama, having also been subject to British jurisdiction at the time of his birth, also cannot be considered a "natural born Citizen" of the United States.

    __________________________________________________________

    Barack Obama's official web site, Fight The Smears, admits he was a British Citizen at birth. At the very bottom of the section of his web site that shows an alleged official Certification Of Live Birth, the web site lists the following information and link thereto:

    FactCheck.org Clarifies Barack’s Citizenship

    “When Barack Obama Jr. was born on Aug. 4,1961, in Honolulu, Kenya was a British colony, still part of the United Kingdom’s dwindling empire. As a Kenyan native, Barack Obama Sr. was a British subject whose citizenship status was governed by The British Nationality Act of 1948. That same act governed the status of Obama Sr.‘s children.

    Since Sen. Obama has neither renounced his U.S. citizenship nor sworn an oath of allegiance to Kenya, his Kenyan citizenship automatically expired on Aug. 4,1982.”

    That is a direct admission Barack Obama was a British citizen "at birth".

    My law suit argues that since Obama had dual citizenship "at birth" and therefore split loyalties "at birth", he is not a "natural born citizen" of the United States. A "natural born citizen" would have no other jurisdiction over him "at birth" other than that of the United States. The Framers chose the words "natural born" and those words cannot be ignored. The status referred to in Article 2, Section 1, "natural born citizen", pertains to the status of the person's citizenship "at birth".


    The other numerous law suits circling Obama to question his eligibility fail to hit the mark on this issue. Since Obama was, "at birth", a British citizen, it is completely irrelevant, as to the issue of Constitutional "natural born citizen" status, whether Obama was born in Hawaii or abroad. Either way, he is not eligible to be President. Should Obama produce an original birth certificate showing he was born in Hawaii, it will not change the fact that Obama was a British citizen "at birth".


    Obama has admitted to being a British subject "at birth". And as will be made perfectly clear below, his being subject to British jurisdiction "at birth" bars him from being eligible to be President of the United States.


    As I have argued before the United States Supreme Court, the 14th Amendment does not confer "natural born citizen" status anywhere in its text. It simply states that a person born in the United States is a "Citizen", and only if he is "subject to the jurisdiction" of the United States.

    Article 2, Section 1, Clause 5 of the Constitution of the United States:

    "No person except a natural born Citizen, or a Citizen of the United States, at the time of the Adoption of this Constitution shall be eligible to the Office of President; neither shall any Person be eligible to that Office who shall not have attained to the Age of thirty-five Years, and been fourteen Years a Resident within the United States."




    The most overlooked words in that section are: "...or a Citizen of the United States, at the time of the Adoption of this Constitution..." You must recall that most, if not all, of the framers of the Constitution were, at birth, born as British subjects.

    Stop and think about that.

    The chosen wording of the Framers here makes it clear that they had drawn a distinction between themselves - persons born subject to British jurisdiction - and "natural born citizens" who would not be born subject to British jurisdiction or any other jurisdiction other than the United States. And so the Framers grandfathered themselves into the Constitution as being eligible to be President. But the grandfather clause only pertains to any person who was a Citizen... at the time of the Adoption of this Constitution. Obama was definitely not a Citizen at the time of the adoption of the Constitution and so he is not grandfathered in.

    And so, for Obama or anybody else to be eligible to be President, they must be a "natural born citizen" of the United States "at birth". It should be obvious that the Framers intended to deny the Presidency to anybody who was a British subject "at birth". If this had not been their intention, then they would not have needed to include a grandfather clause which allowed the Framers themselves to be President.


    If you click through to Factcheck.org, a more detailed discussion as to why Obama was a British citizen at birth explains the relevant statutes:

    "When Barack Obama Jr. was born on Aug. 4,1961, in Honolulu, Kenya was a British colony, still part of the United Kingdom's dwindling empire. As a Kenyan native, Barack Obama Sr. was a British subject whose citizenship status was governed by The British Nationality Act of 1948. That same act governed the status of Obama Sr.'s children:


    British Nationality Act of 1948 (Part II, Section 5): Subject to the provisions of this section, a person born after the commencement of this Act shall be a citizen of the United Kingdom and Colonies by descent if his father is a citizen of the United Kingdom and Colonies at the time of the birth.

    In other words, at the time of his birth, Barack Obama Jr. was both a U.S. citizen (by virtue of being born in Hawaii) and a citizen of the United Kingdom and Colonies (or the UKC) by virtue of being born to a father who was a citizen of the UKC.' "




    The article goes on to state that Obama's British citizenship was transferred to Kenya as Kenya became independent from the UK and that Obama's Kenyan citizenship expired when he turned 21 years old. But none of that is relevant since the Constitution requires that every President be a "natural born citizen". The word "born" is proof positive that the status must be present "at birth". If this were not the case, then, as stated above, the Framers would not have needed to put in a grandfather clause.


    The Framers recognized that even they were not "natural born citizens" and so they wrote the grandfather clause in to allow any of them to become President. But the grandfather clause only pertains to those who were Citizens at the time of the Constitution's adoption. And so, Barack Obama is not a "natural born citizen" of the United States and neither is John McCain who was born in Panama, and neither is Roger Calero who was born in Nicaragua.

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  14. OK, Constitution scholars, your assignment is to write a brief opposing this argument!

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  15. We need to clean up our act. New Jersey, and five or six other states, had a Nicaraguan as the socialist workers candidate, a resident alien, on the ballot!

    Meditate on that in your consciousness!

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  16. This comment has been removed by the author.

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  17. That premise is not correct, bob,
    The "Grandfather" clause was written for Alexander Hamilton, he and others in his posititon, born outside the colonies, not the rest of the "Founders".

    That same arguement has been made for children born of illegal immigrant parents, born in the US. It has been rejected.

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  18. I hope the Supreme Court grapples with it. I hope they have oral arguments.

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  19. As for the Nico, running for President, he be running for President of America.

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  20. Not much chance of that, bob, oral arguments.

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  21. I was reading that just because say, Thomas, puts it for some talking, doesn't mean he himself thinks it has merit, but does mean he thinks enough of the others may think it has enough merit to warrant considering it, under the rules of how the SC works.

    I think the guy was born in Kenya, then she flew him back, as most moms would in her situation, taking advantage of the revised Hawaiian code, allowing him to be registered here. Until I see otherwise.....:)

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  22. Bobal


    Forbes Mag just did an article about Obama'a birth cert. Only MSM to do it so far. More to folow?

    http://tinyurl.com/6k7fdu

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  23. Song to the RINO dressage Queen.


    : Ghost RINOs In Disguise
    by Ray McClendon

    Sung to the tune of “Ghost Riders In The Sky”

    A moderate went ridin’ out
    to gauge the wind one day;
    Across the aisle he rested

    as he went along his way;
    When all at once a mighty herd
    of blue-eyed RINOs saw;
    Negotiatin’ compromi-i-i-ise…
    rewritin’ migrant law…

    Yippee-I-pay! Yippee-I-owe!
    Ghost RINOs in disguise.

    They’re warmin’ up to climate change
    write earmarks full of squeal;
    Their horns were blue and shiny
    and their hot air he could feel;
    A bolt of fear went through him from
    Blank Paulson’s beady eyes;
    Then noticed RINOs fawnin’ ha-a-a-ard…
    and heard their grateful sighs…

    Yip-we’all-pay! Yip-we’all-owe!
    Ghost RINOs in disguise.

    Their faces gaunt, their eyes were blurred
    they walked a little odd;
    Behind them with big smiles on
    were Pelosi, Reid, and Dodd;
    They had this stupid notion
    that in order to survive;
    They had to dance the Demo tu-u-u-unes…
    the leftist shuck and jive…

    Yippee-I-pay! Yippee-I-owe!
    Ghost RINOs in disguise.’

    And now the Big Three in Detroit
    we surely must not fail;
    Federalizin’ business
    (when we ought to be in jail!)
    But morons re-elected us
    and gave us mandates all;
    To cripple private enterpri-i-i-ise…
    Make Wall Street take the fall…

    The RINOs charged right past him
    and he heard one call his name;
    “If you would save your Uncle Sam
    from poverty and shame;
    Then coward change your ways today
    or with us you will crawl
    Kowtowin’ to those Devil Li-i-i-ibs…
    who’ll mount you on their wall!”

    Yippee-I-pay! Yippee-I-owe!
    Ghost RINOs in disguise.

    Yip-y’all-pay! Yip-y’all-owe!
    Ghost RINOs in disgui-i-i-i-i-i-ise.

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