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Interesting Citi Offer for investors Archived From: Finance

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Convertible Preferred Offer

Beyond my financial acumen, so I'm very interested to hear what the forum thinks of this. The obvious question is just how much risk is *really* being taken on.

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usually they're referred to as convertible preferreds

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I'll bite when he guarantees me an 11% return like he did for Prince Alwaleed - sorry meant Abu Dhabi. What? My money isn't as green as his so I have to accept 7%? Pleeeeeezzzzzz...

Vik, you can go beg for money somewhere else...

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Am I understanding correctly that 1) the interest rate is dependent on the dividend payout, and 2) that the share price has a bottom lock of no lower than the purchase price, unless the company goes into BK ? What happens if the company is sold ?

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At around $27, Citigroup stock has now fallen more than 50% from the all-time peak reached barely 12 months ago. The shares literally cannot fall as far as they have already, even if they were to go to zero.

So in a technical sense, the worst is already past.
Isnt the opposite true, in that now an additional $7/share decline is a 26% loss in value, whereas a year ago a $7/share decline was only 13%?

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no one knows the terms of the deal. there is no filed registration stmt.

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The regs have not been filed yet, so all the details are not available. For the little we know:

1. 7% yield is great (compared to other financial yields)
2. Pfds trade like bonds, so not too much price movement. You can collect the yield quarterly (or yearly) depending on how they set it up.
3. Here is the kicker - at the end of X years, you have the right to convert these pfds to common stock for a set price that you will know now. So if these convert at $30 in 4 years, the qs. to ask is whether Citi's stock price will be higher than $30, 4 years from now? Unless the company goes bankrupt, the chances are pretty good.

So you collect a yield for a time period and also get in on any price appreciation. Of course you can sell these anytime you want. The risk-reward ratio is favorable and I for one will be looking out for the reg sts.

The other option is to buy XLF (the Financial Sector ETF) which yeilds 3+% and you capture the growth of all financials.

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Is there any word or estimate on when this will happen?

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How come Citibank doesn't throw some 5-6% CD's out there for periods larger than 1 year? That would add some cash.

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ChiefRocka said:I'll bite when he guarantees me an 11% return like he did for Prince Alwaleed - sorry meant Abu Dhabi. What? My money isn't as green as his so I have to accept 7%? Pleeeeeezzzzzz...

Vik, you can go beg for money somewhere else...

I feel so cheap, I would bite at a 6% CD, maybe lower.

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As of now, we have to wait and see what the details are--what the conversion pps is, what those convertibles trade at, and so forth. As for risk, it's fairly minimal. The convertibles will pay an outstanding yield and the only significant risk is that Citigroup will go bankrupt--so a very minimal risk. What this does, however, is hose anyone holding the regular shares. Why would anyone hold the regular C shares when you can hold the preferred stock.

I advised that shares of C should be sold a month or so ago when it became clear that they were going to need to cut their dividend (unfortunately the sell call came at 36 and not at 46). My advise was that they should repurchase those shares as soon as the dividend cut was announced. However, with the announcement of the issuing of these preferred shares, I informed those who I advise that they should hold off on repurchasing their C shares until we know more about these preferred shares. Long story short, I believe that if these shares aren't worth purchasing, than C common stock isn't worth purchasing either.

As for the ETF, you may want to check that yield and the holdings. As I posted on the other board, I believe that going long the XLF or UYG (the 2x XLF etf) is currently a great buy. However, I wouldn't be buying it for the yield. While that yield is nice, you can do better with stocks that are less risky... but that is a different subject for a different thread.

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Note (before you read this any further): apparently, according to ChiefRocka - and I believe he is correct, what is being offered by Citi is a convertible stock and what I have described below is a convertible bond, two different animals.

The convertible is a bond with a built-in call option (it's not a stock).

The call strike price, per the WSJ article, is set at current price + 20%. When the convertible is issued, that strike price will be fixed. Assuming, say, today's closing price, that strike price is 1.2 * 26.24.

There was nothing mentioned about the maturity term of the bond part or the expiration term of the built-in option. See the following quote where I got the 20% figure from:

[Oh, and investors will have the ability to swap their preferreds into ordinary shares if the price of the latter recovers 20% from its current depressed situation.]

To properly value the convertible, you need the following:

- current C stock price,
- C volatility surface, obtained from the listed options,
- C credit spread, obtained from either from the CDS (credit default swaps) or the bonds (I don't know if there are enogh C bonds in circulation),
- the exact terms and conditions of the convertible, including interest rate, term of the convertible, term of the embedded call option and its strike (is this a "European" or "American" call), AND how this convertible issue places in the C debt hierarchy, i.e. in case shit happens, does your convertible rank more or less senior compared to Prince Alwaleed's 11% convertible.

Also, despite what people are saying here about "minimum" default risk, there are actually risks to owning this convertible:

- widening C credit spread. This will reduce the future value of your 7% fixed coupon,
- decreasing C stock price. This will reduce the value of the embedded option,
- decrease in C option volatility. This will reduce the value of the embedded option,
- up-ward shift in USD interest rate curve. This will reduce the value of your 7% fixed coupon,
- passage of time. This will decay the option value,

The reasons are that the above 5 parameters were used in computing the fair price of the convertible at the time of issue, and they should be used to compute the fair price of the convertible at any future date.

Of course, the fair price of the convertible might be different than the market price. But there are arbitrage groups out there, called convertible arbitrage, that would start trading the convertible, and the market price would tend to converge to the fair (model) price.

Why would you care about the price of the convertible (market or model)?

Well, if you bought that in your brokerage account, you would see its market value reflected in your portfolio. So if you bought at $100, and price drops to $90, you will be down 10%.

A simple scenario under which your convertible loses value.

1. On Feb 1st, the convertible is issued, you pay $100 per share, and get 100 shares,
2. Subsequently, C balance sheet situation gets worse, bad news come out, and C decides to issue another one, this time at 9%. At this time your 7% convertible, originally purchased at $100, now sells for, say $90.

Why would anyone hold the regular C shares when you can hold the preferred stock.

Remember that convertible HAS an option to buy a share but IS not a share yet. The strike price is set at current price + 20%, so the embedded option simply has some time value. There is no guarantee that during the life-span of the embedded option it will be in the money.

P.S. Reading the link provided by ChiefRocka a few posts above, it appears that the 11% convertible sold to Abu Dhabi pays 11% until March 2010. From then on, that stake ($7.5B) MUST be converted to Citi shares. So in that sense, it is not really an option. It has some elements of a forward contract (agreement to buy at a fix price in the future, where the price is fixed in the present). However, it has floors and ceilings, so definitely has optionality. Anyway, read that link - it is quite interesting.

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Thank you very much. Excellent analysis.

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That's a useful analysis, thanks. I'm no finance guru (in the sense of knowing anything about stocks), so I have a question to cut to the core.

Assume you think that Citibank isn't going to go bankrupt and that interest rates are not going to go up significantly in the near term. What's the downside to investing in these once they're issued? Can't you just sit back and rake in the 7% interest in dividends, apart from the market value of the security or whether the option is in the money? Or (probably) am I fundamentally misunderstanding how this works?

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I'm assuming the $2b to be offered publicly will be over-subscribed. Any thoughts on how to get an allocation?

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tolamapS said:The convertible is a bond with a built-in call option (it's not a stock).How is it a bond when it clearly says that it is a preferred stock in the OP's wsj link? With a preferred stock, the issuer can withold the 7% dividend, with a bond the issuer does not have the option of suspending the coupon.

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Hmmm, 0% AOR money from citi to bail citi out at 7%..

FANTASTIC!!!

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ChiefRocka said:tolamapS said:The convertible is a bond with a built-in call option (it's not a stock).How is it a bond when it clearly says that it is a preferred stock in the OP's wsj link? With a preferred stock, the issuer can withold the 7% dividend, with a bond the issuer does not have the option of suspending the coupon.

Good questaion. I am not sure what the correct way is to name the "thing", but let's understand what the future cash flows are.

1. Quote from the WSJ:

"The stock will have a 7% yield. These are "preferred" stocks, which means they're a little like bonds. The dividends won't rise: But they are pretty secure, as they should get paid in full before common shareholders get a penny."

So the yield part works just like a bond. I am also going to venture and say that it is principal protected, i.e. you get $1000 worth of the "thing" today, earn your 7% coupon for the duration of the "thing", and if you are not interested in conversion into stock, you get your principal back at the end. In other words, it is a debt instrument.

If Citi tries to touch the yield of that "thing", it will trigger a default event. That is another feature that separates a debt instrument from an equity instrument. In case of an equity instrument, company can announce and cancel a divident - no bankruptcy triggered. Also the equity stock price moves at market's will - no principal protection there.

When a company is unable to pay the coupon of a debt instrument - boom, bankruptcy is triggered.

2. It is definitely not a stock. The buyer does not have equity rights. However, it has an embedded option on equity. Read this part:

"Oh, and investors will have the ability to swap their preferreds into ordinary shares if the price of the latter recovers 20% from its current depressed situation. In other words, you get a great yield, some pretty good security, and almost all the upside if things improve."

To me, that bolded part is just like a call option.

3. The only remaining thing is how senior is that "thing" in the event of bankruptcy. I am not a bankruptcy or enterprise structure expert, but typically the seniority of the various stakeholders get prioritized as follows:

(1) Senior debt holders,
(2) Junior debt holders,
(3) Prefered holders,
-----------------------
(4) Common stock holders.

So when company throws the white flag, the payout order is according to that list, i.e. the bankruptcy judge makes sure that group 1 gets paid, then group 2, then group 3, then group 4. Typically, bankruptcy means there is no penny left for group 4, and that groups 1-3 don't get all their money back.

Consequently, because of that assymetry, the voting order is usually reversed. Usually, only the group 4 stakeholders can vote on company matters. That's why I drew the line. Group 3, by the virtue of the conversion option, can become common stock holders, so they are the closest to getting voting rights.

Basically, to understand what you are buying, you need to understand the future cash-flows associated with it, and the risks to owning it. All I said was that the convertible sounds like a bond with a built-in call option - just like many convertibles are.

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