Thursday February 26, 4:14 am ET
By Madlen Read, AP Business Writer
AP Source: Citigroup deal to boost goverment's stake to as much as 40
pct could come this week

NEW YORK (AP) -- Citigroup Inc.'s bid to boost its equity capital
could result in the federal government raising its stake in the
troubled bank this week to as much as 40 percent, a person familiar
with the talks said.

Citigroup already has received $45 billion in U.S. bailout money made
up primarily of debt-like preferred shares, plus federal guarantees to
cover losses on some $300 billion in risky investments. It also has
transferred control of its Smith Barney brokerage to Morgan Stanley in
return for $2.7 billion, and has prepared itself for more asset sales
by splitting in two -- effectively undoing the merger that created
Citigroup a decade ago.

But the New York-based bank has been involved in talks with regulators
over ways the government could help strengthen the bank still further.
While a deal is unlikely to be announced early Thursday, it could be
hammered out within days, the person said late Wednesday, asking not
to be named because the discussions are still ongoing.

While the exact details of the talks aren't known, they could center
on the terms of converting the government's $45 billion in preferred
shares into common equity. The preferred shares carry a high interest
rate, requiring a yearly payout of billions in coupon payments. But if
converted to common stock, Citi's annual dividend payout would be
minimal since it's been cut to just 4 cents per share.

The price of that conversion would have to be negotiated, but for
example, converting part of the preferred shares at a strike price
near to Wednesday's closing stock price of $2.52 would add billions of
new shares, taking the government's stake to 40 percent of the
enlarged equity share count. While that would dilute current
shareholders' investments, a wider equity base could calm investors
since there would be more reserves in place to guard against further
losses as the economy sours.

Citigroup's talks continue as the Obama administration prepares to
administer "stress tests" to 19 of the nation's largest banks to gauge
whether each institution has adequate capital to survive a severe
downturn.

U.S. officials haven't specifically said which banks will be subject
to the tests, but under the government's criteria they would include
large nationwide banks such as Citigroup, Bank of America Corp.,
JPMorgan Chase & Co. and Wells Fargo & Co. The 19 largest banks hold
two-thirds of the banking industry's assets.

Fed Chairman Ben Bernanke on Wednesday again spurned speculation that
the government may nationalize Citigroup. But the Fed chief said it is
possible the government could end up with a much bigger ownership
stake in Citigroup or other banks.

In the case of Citigroup, Bernanke said, "we'll see how their test
works out and what evolves."

Citigroup has not been the only financial institution to crumble under
the growing avalanche of loan defaults. Last year, Bear Stearns Cos.
collapsed, Lehman Brothers Holdings Inc. went bankrupt, and American
International Group Inc., Fannie Mae and Freddie Mac got bailed out
and taken over by the government. As an insurer of the toxic assets
plaguing the credit markets, AIG has hemorrhaged far more money than
Citigroup.

But having been the largest U.S. financial institution and a highly
recognizable brand around the world, Citigroup has embodied for many
people what went wrong with the global banking system: It grew too big
and complicated, and veered too far away from its primary goal of
serving the public's financial needs.

Citigroup started falling apart in 2007, when sliding home prices led
to a surge in loan defaults and in turn, a plunge in the value of
bonds backed by loans. In the fourth quarter -- as Citigroup's board
shuffled out Prince and replaced him with Vikram Pandit -- the bank
posted a nearly $10 billion loss. It hasn't turned a profit since.

The company's stock price has suffered massive losses in recent
months, sending Citi's market capitalization into precipitous decline.
Opening 2008 near $30, the stock had already lost 30 percent of its
value by Oct. 1. As the market meltdown intensified, Citi shares
dropped near $3 in November then doubled their value to end 2008 at
$6.71, down 77 percent for the year.

The first two months of 2009 have seen Citi shares slide another 64
percent, giving the bank a market cap below $14 billion, a far cry
from the more than $100 billion market cap it held a year ago.


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