Citigroup Inc. Announces Offers to Purchase Four Series of Outstanding Notes

Citigroup Inc. Announces Offers to Purchase Four Series of Outstanding Notes

NEW YORK--(BUSINESS WIRE)-- Citigroup Inc. (“Citigroup”) today announced the commencement of offers to purchase for cash up to US$400,000,000 aggregate principal amount (the “Overall Tender Cap”) of its notes of the series set forth in the table below (the “Notes”). The offer to purchase each series of Notes is referred to as an “Offer” and all four such offers are referred to collectively as the “Offers.” The “Any and All Offers” as set forth in the table below are being made on a fixed price basis in connection with the Offer for Notes denominated in Euros and on a fixed spread basis in connection with the Offer for Notes denominated in Canadian dollars. The “Waterfall Tender Offers” as set forth in the table below are being made on a fixed spread basis. The Notes had an aggregate principal amount outstanding of approximately US$2.04 billion as of May 15, 2013 (based on U.S. dollar exchange rates as of that date).

These Offers are consistent with Citigroup's liability management strategy, and reflect its ongoing efforts to enhance the efficiency of its funding and capital structure. Since the beginning of 2012, Citigroup has retired approximately US$22.7 billion of senior debt, subordinated debt, preferred and trust preferred securities, reducing Citigroup’s overall funding costs and efficiently deploying its ample liquidity. Citigroup will continue to consider opportunities to redeem or repurchase securities, based on several factors, including without limitation, the economic value, potential impact on Citigroup's net interest margin and borrowing costs, the overall remaining tenor of Citigroup's debt portfolio, as well as overall market conditions.

 

Any and All Offers

 
Title of Security     ISIN / Common Code     Exchange
Listing
 

Principal Amount

Outstanding

 

Tender Offer

Consideration

  Early Tender
Premium
 

Total

Consideration (1)

6.393% Subordinated Notes due 2023 XS0350626965 /
035062696
Luxembourg Stock Exchange EUR600,000 EUR1,210.00(2) EUR30.00(2) EUR1,240.00(2)
Title of Security CUSIP / ISIN Exchange
Listing
  Principal Amount Outstanding  

Reference Canadian

Government Security

  Bloomberg Reference Page   Early Tender Premium (3)  

Fixed

Spread

(basis

points)

5.365% Subordinated Notes due 2036 172967DJ7 /
CA172967DJ71
C$400,000,000 5.000% Government of Canada Bond Due June 1, 2037 FIT CAN0-50 C$30.00 255 bp
 
 

Waterfall Tender Offers

 
Title of Security     CUSIP / ISIN     Exchange
Listing
   

Principal

Amount Outstanding

   

Acceptance

Priority Level

    Reference U.S.
Treasury Security
    Bloomberg Reference Page     Early Tender Premium (4)     Fixed Spread (basis points)
5.875% Senior Notes due 2037 172967EC1 /
US172967EC18
Luxembourg Stock Exchange US$946,330,000 1 3.125% Treasury due February 15, 2043 FIT1 US$30.00 125 bp
 
5.850% Senior Notes due 2034 172967CT6 / US172967CT60 Luxembourg Stock Exchange US$700,120,000 2 3.125% Treasury due February 15, 2043 FIT1 US$30.00 120 bp
 
(1)     The Total Consideration is inclusive of the Early Tender Premium.
(2) Per EUR1,000 principal amount.
(3) Per C$1,000 principal amount. The Early Tender Premium will be included in the Total Consideration calculated as described in the Offer to Purchase.
(4) Per US$1,000 principal amount. The Early Tender Premium will be included in the Total Consideration calculated as described in the Offer to Purchase.

The Offers are being made pursuant to the offer to purchase dated May 16, 2013 (as may be amended or supplemented from time to time, the “Offer to Purchase”), and the related letters of transmittal (as they may be amended or supplemented from time to time, the “Letters of Transmittal”) which set forth in more detail the terms and conditions of the Offers.

The Offers will expire at 11:59 p.m., New York City time, on June 13, 2013, unless extended or earlier terminated (such date and time, as the same may be extended with respect to each Offer, the “Expiration Date”). Subject to the terms and conditions set forth in the Offer to Purchase and the Letters of Transmittal, holders of Notes that are validly tendered on or prior to 5:00 p.m., New York City time, on May 30, 2013, unless extended (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Early Tender Date”) and accepted for purchase shall be entitled to receive the total consideration indicated in the table above with respect to the Offer for Notes denominated in Euros or the total consideration calculated in the manner set forth in the Offer to Purchase with respect to the Waterfall Tender Offers and with respect to the Offer for Notes denominated in Canadian dollars (the “Total Consideration”), which includes an early tender premium in the amount indicated in the table above (the “Early Tender Premium”).

The Total Consideration with respect to each series of Notes subject to the Waterfall Tender Offers and the Offer for Notes denominated in Canadian dollars will be calculated based on the yield of the applicable reference U.S. Treasury security or reference Canadian Government security as of 2:00 p.m., New York City time, on May 31, 2013, (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Price Determination Date”), using a fixed spread pricing formula, as described in the Offer to Purchase.

Citigroup will accept all Notes validly tendered pursuant to the Any and All Offers, subject to the terms and conditions of the applicable Offer. Pursuant to the Waterfall Tender Offers, subject to the terms and conditions of the applicable Offer, Citigroup will accept for purchase in the order indicated by the Priority Acceptance Level shown in the tables above (starting at the lowest numerical value first). However, if the aggregate principal amount of the Notes validly tendered in all Offers exceeds the Overall Tender Cap (based on U.S. dollar exchange rates as described in the Offer to Purchase), then, subject to the terms and conditions of the applicable Offer, Citigroup will accept, on a pro rata basis, the Notes tendered in the Waterfall Tender Offers, as described in the Offer to Purchase.

Subject to the terms and conditions set forth in the Offer to Purchase, holders of a series of Notes that are validly tendered after the Early Tender Date but on or before the Expiration Date and accepted for purchase will receive only the applicable tender offer consideration, which is equal to the Total Consideration applicable to that series of Notes minus the applicable Early Tender Premium (the “Tender Offer Consideration”).

Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on May 30, 2013, unless extended (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Withdrawal Date”), but not thereafter.

Payment for Notes validly tendered prior to the Expiration Date and accepted for purchase will be made on the settlement date, which is anticipated to be June 18, 2013 (such date, unless the Offers are extended, the “Settlement Date”). Payment for purchased Notes will include accrued and unpaid interest from, and including, the last interest payment date for the Notes up to, but not including the Settlement Date.

The obligation of Citigroup to accept for purchase, and to pay the Tender Offer Consideration or the Total Consideration, as the case may be, for Notes validly tendered pursuant to the Offers is subject to, and conditional upon, the satisfaction or, where applicable, waiver of a number of conditions described in the Offer to Purchase. Citigroup reserves the right, in its sole discretion and subject to applicable law, to increase the Overall Tender Cap.

Citigroup has retained its affiliate, Citigroup Global Markets Inc., to serve as the dealer manager for the Offers. Global Bondholder Services Corporation has been retained to serve as the depositary and information agent in connection with the Offers for Notes denominated in U.S. dollars and in Euros. Kingsdale Shareholder Services Inc. has been retained to serve as the depositary and information agent in connection with the Offer for Notes denominated in Canadian dollars.

For additional information regarding the terms of the Offers, please contact Citigroup Global Markets Inc. at either (800) 558-3745 (toll free) or (212) 723-6106. Requests for copies of the Offer to Purchase and the applicable Letter of Transmittal, and questions regarding the tender of Notes may be directed to:

(i) for Notes denominated in U.S. dollars and in Euros, Global Bondholder Services Corporation at (866) 470-3800 (toll free) or (212) 430-3774 (collect); and

(ii) for Notes denominated in Canadian dollars, Kingsdale Shareholder Services Inc. at (888) 518-1557 (toll free) or (416) 867-2272 (collect).

None of Citigroup, its boards of directors, the dealer manager, the depositories or the information agents makes any recommendation as to whether any holder of the Notes should tender or refrain from tendering all or any portion of the principal amount of the Notes.

This press release is neither an offer to purchase nor a solicitation to buy any of these Notes nor is it a solicitation for acceptance of any of the Offers. Citigroup is making the Offers only by, and pursuant to the terms of, the Offer to Purchase and the related Letters of Transmittal. The Offers are not being made to (nor will tenders of Notes be accepted from or on behalf of) holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This announcement must be read in conjunction with the Offer to Purchase and, where applicable, the related Letters of Transmittal.

United Kingdom. The communication of the Offer to Purchase and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order.

Citigroup, the leading global bank, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citigroup provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management. Additional information may be found at www.citigroup.com.

Certain statements in this release, including without limitation the anticipated consummation and successful completion of the Offers (including the satisfaction of the conditions described in the Offer to Purchase), the possible amendment, extension or abandonment of one or more of the Offers, and Citigroup’s successful execution of its liability management strategy, are “forward-looking statements” within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission and Canadian securities law. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, including without limitation (i) the level of participation in the Offers, and (ii) the precautionary statements included in this release and those contained in Citigroup’s filings with the U.S. Securities and Exchange Commission and applicable Canadian securities regulators, including without limitation the “Risk Factors” section of Citigroup’s 2012 Annual Report on Form 10-K.



Citigroup Inc.
Media:
Mark Costiglio, 212-559-4114
or
Shannon Bell, 212-793-6206
or
Investors:
Susan Kendall, 212-559-2718
or
Fixed Income Investors:
Peter Kapp, 212-559-5091

KEYWORDS:   United States  North America  New York

INDUSTRY KEYWORDS:

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