Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - CITIGROUP INC | v177577_8k.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - CITIGROUP INC | v177577_ex1-1.htm |
| EX-4.1 - AMENDED AND RESTATED DECLARATION OF TRUST - CITIGROUP INC | v177577_ex4-1.htm |
EXHIBIT
99.1
|
Skadden,
Arps, Slate, Meagher & Flom llp
300
SOUTH GRAND AVENUE
LOS
ANGELES, CALIFORNIA 90071-3144
________
TEL:
(213) 687-5000
FAX:
(213) 687-5600
www.skadden.com
|
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|
March 17,
2010
Citigroup
Inc.
399 Park
Avenue
New York,
NY 10043
Citigroup
Capital XII
c/o
Citigroup Inc.
399 Park
Avenue
New York,
NY 10043
|
|
Re:
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Registration Statement
on Form S-3
|
Ladies
and Gentlemen:
We have
acted as special counsel to Citigroup Capital XII, a Delaware statutory trust
(the “Trust”), and Citigroup Inc., a Delaware corporation (the “Company”), in
connection with the public offering by the Trust of 92,000,000 of its 8.500%
fixed rate/floating rate trust preferred securities (liquidation amount $25 per
capital security) (the “Capital Securities”) and related issuance by the Company
of $2,300,025,000 aggregate principal amount of 8.500% fixed rate/floating rate
junior subordinated deferrable interest debentures due March 30, 2040 (the
“Junior Subordinated Debt Securities”).
This
opinion is being furnished to you in accordance with the requirements of Item
601(b)(8) of Regulation S-K under the Securities Act of 1933 (the “Securities
Act”).
In
rendering the opinions set forth herein, we have examined and relied on
originals or copies of the following:
(a) the
registration statement on Form S-3 (File No. 333-157459) of the Company, the
Trust and certain other trusts relating to the Capital Securities filed with the
Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended, allowing for delayed offerings pursuant to Rule 415 under
the Securities Act, and Post-Effective Amendment No. 1 thereto;
Citigroup
Capital XII
March 17,
2010
(b) the
final prospectus, dated March 10, 2010, relating to the Capital Securities, the
Capital Securities Guarantee Agreement and the Junior Subordinated Debt
Securities in the form filed with the Commission pursuant to Rule 424(b) of the
Rules and Regulations under the Securities Act (such final prospectus being
hereinafter referred to as the “Prospectus”); and
(c) such
other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinion set forth herein.
We have
also relied upon statements and representations made to us by representatives of
the Company and the Trust and have assumed that such statements and the facts
set forth in such representations are true, correct and complete without regard
to any qualification as to knowledge or belief. Our opinion is
conditioned upon the initial and continuing accuracy of the documents,
certificates, records, statements and representations referred to
above. We have also assumed that the transactions related to the
offering of the Capital Securities will be consummated in the manner
contemplated by the Prospectus.
For
purposes of our opinion, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed, electronic, or
photostatic copies, and the authenticity of the originals of such latter
documents. In making our examination of documents executed, or to be
executed, by the parties indicated therein, we have assumed that each party has,
or will have, the power, corporate or other, to enter into and perform all
obligations thereunder, and we have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by each party
indicated in the documents and that such documents constitute, or will
constitute, valid and binding obligations of each party.
Our
opinion is based on the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated thereunder, pertinent judicial authorities, interpretive
rulings of the Internal Revenue Service and such other authorities as we have
considered relevant, all as in effect as of the date of this opinion and all of
which are subject to differing interpretations or change at any time, possibly
with retroactive effect. A change in the authorities or the accuracy
or completeness of any of the information, documents, certificates, records,
statements, representations or assumptions on which our opinion is based could
affect the conclusions expressed herein. There can be no assurance,
moreover, that the opinion expressed herein will be accepted by the Internal
Revenue Service or, if challenged, by a court.
Based
upon the foregoing and in reliance thereon, and subject to the qualifications,
exceptions, assumptions and limitations contained herein or in the Prospectus,
we are of the opinion that, under current United States federal income tax
law:
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1.
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While
there is no authority directly on point and the issue is not free from
doubt, the Junior Subordinated Debt Securities held by the Trust will be
classified for United States federal income tax purposes as indebtedness
of the Company.
|
Citigroup
Inc.
Citigroup
Capital XII
March 17,
2010
|
2.
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The
Trust will be classified for United States federal income tax purposes as
a grantor trust and not as an association taxable as a
corporation.
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3.
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Although
the discussion set forth in the Prospectus under the heading “United
States Federal Income Tax Considerations” does not purport to discuss all
possible United States federal income tax consequences of the purchase,
ownership and disposition of the Capital Securities, such discussion
constitutes, in all material respects, a fair and accurate summary of the
United States federal income tax consequences described
therein.
|
Except as
set forth above, we express no opinion to any party as to any tax consequences,
whether federal, state, local or foreign, of the Capital Securities or of any
transaction related thereto. This opinion is expressed as of the date
of effectiveness of the Registration Statement, and we are under no obligation
to supplement or revise our opinion to reflect any legal developments or factual
matters arising subsequent to such date or the impact of any information,
document, certificate, record, statement, representation or assumption relied
upon herein that becomes incorrect or untrue. We hereby consent to
the use of our name under the heading “Legal Matters” in the Prospectus and the
filing of this opinion with the Commission as Exhibit 8.1 to the Registration
Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Very
truly yours,
/s/
Skadden, Arps, Slate, Meagher & Flom LLP