Citigroup Inc. (“Citigroup”) today announced the commencement of offers to purchase for cash certain of its notes of the series set forth in the table below (each offer with respect to any series set forth in the table below, an “Offer” and, collectively, the “Offers”). We refer to our offer to purchase each series of Notes as an “Offer” and collectively as the “Offers.” Each of the Offers with respect to each series of Notes listed under “Fixed Spread Offers” in the table below is being made on a fixed spread basis (each, a “Fixed Spread Offer” and, collectively, the “Fixed Spread Offers”), and each of the Offers with respect to each series of Notes listed under “Fixed Price Offers” in the table below is being made on a fixed price basis (each, a “Fixed Price Offer” and, collectively, the “Fixed Price Offers”). The Notes have an aggregate principal amount outstanding of approximately $18,436,573,000 as of November 21, 2012.
These Offers, currently totaling up to $910,000,000, reflect Citigroup’s continued robust liquidity position and are consistent with its recent liability management initiatives. Year-to-date, and excluding these Offers, Citigroup has decreased its outstanding long-term debt by approximately $13.9 billion through liability management initiatives, including the previously announced redemptions of trust preferred securities. Coupled with the ongoing natural maturing of long-term debt that requires no refinancing, these initiatives result in lower borrowing costs and reduce the overall level of Citigroup’s long-term debt outstanding. Citigroup will continue to consider opportunities to repurchase its long-term as well as short-term debt based on several factors, including without limitation the economic value, potential impact on Citigroup’s net interest margin and borrowing costs and the overall remaining tenor of its debt portfolio.
|Fixed Spread Offers|
|Exchange||Amount||Series||Reference U.S.||Reference||Early Tender|
Title of Security
|CUSIP / ISIN||Listing||Outstanding||Tender Cap||Treasury Security||page|
|6.500% Senior Notes due 2013||172967EU1 / US172967EU16||Luxembourg Stock Exchange||$2,612,299,000||$125,000,000||0.250% Treasury due 10/31/2014||FIT1||$30||35|
|6.000% Senior Notes due 2013||172967FE6 / US172967FE64||Luxembourg Stock Exchange||$1,805,000,000||$100,000,000||0.250% Treasury due 10/31/2014||FIT1||$30||45|
|5.125% Senior Notes due 2014||172967CK5 / US172967CK51||Luxembourg Stock Exchange||$1,565,000,000||$150,000,000||0.250% Treasury due 10/31/2014||FIT1||$30||65|
|5.500% Senior Notes due 2014||172967EZ0 / US172967EZ03||Luxembourg Stock Exchange||$1,952,000,000||$25,000,000||0.250% Treasury due 10/31/2014||FIT1||$30||105|
|6.010% Senior Notes due 2015||172967FA4 / US172967FA43||Luxembourg Stock Exchange||$1,718,491,000||$25,000,000||0.375% Treasury due 11/15/2015||FIT1||$30||100|
|4.750% Senior Notes due 2015||172967FD8 / US172967FD81||Luxembourg Stock Exchange||$2,365,809,000||$25,000,000||0.375% Treasury due 11/15/2015||FIT1||$30||105|
|4.700% Senior Notes due 2015||172967CY5 / US172967CY55||Luxembourg Stock Exchange||$724,000,000||$10,000,000||0.375% Treasury due 11/15/2015||FIT1||$30||105|
|4.587% Senior Notes due 2015||172967FH9/ US172967FH95||Luxembourg Stock Exchange||$1,830,000,000||$25,000,000||0.375% Treasury due 11/15/2015||FIT1||$30||115|
|5.300% Senior Notes due 2016||172967DE8 / US172967DE82||Luxembourg Stock Exchange||$961,376,000||$25,000,000||0.750% Treasury due 10/15/2017||FIT1||$30||90|
|Fixed Price Offers|
|Exchange||Amount||Series||Total||Tender Offer||Early Tender|
|Title of Security||CUSIP / ISIN||Listing||Outstanding||Tender Cap|
|Floating Rate Senior Notes due 2013||172967FG1 / US172967FG13||Luxembourg Stock Exchange||$1,392,685,000||$150,000,000||$1,011.25||$981.25||$30|
|Floating Rate Senior Notes due January 2014||172967FL0 / US172967FL08||Luxembourg Stock Exchange||$979,913,000||$150,000,000||$1,012.50||$982.50||$30|
|Floating Rate Senior Notes due April 2014||172967FQ9 / US172967FQ94||Luxembourg Stock Exchange||$530,000,000||$100,000,000||$1,007.50||$977.50||$30|
|(1)||Expressed in U.S. dollars per $1,000 principal amount of the Notes. We will also pay accrued and unpaid interest to, but not including, the applicable Settlement Date (as defined below). The Early Tender Premium (as define below) is included in the Total Consideration.|
The Offers are being made pursuant to the offer to purchase, dated November 21, 2012 (the “Offer to Purchase,” as may be amended or supplemented from time to time), and the related letter of transmittal (the “Letter of Transmittal,” as may be amended or supplemented from time to time) 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 December 19, 2012, unless extended or earlier terminated (such date and time, as the same may be extended with respect to the Offers, the “Expiration Date”). Subject to the terms and conditions set forth in the Offer to Purchase, Holders of Notes that are validly tendered on or prior to 5:00 p.m., New York City time, on December 5, 2012, 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 Fixed Price Offer or calculated in the manner set forth in the Offer to Purchase with respect to the Fixed Spread Offers (the “Total Consideration”), which includes an early tender premium of $30.00 per $1,000 principal amount of Notes of each series accepted for purchase (the “Early Tender Premium”). The Total Consideration with respect to each series of Notes subject to the Fixed Spread Offers will be calculated at 2:00 p.m., New York City time, on December 6, 2012.
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 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 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 December 5, 2012, 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.
Citigroup is offering to purchase up to an aggregate principal amount of each series of Notes equal to the Maximum Series Tender Cap set forth in the table above. If the aggregate principal amount of Notes of any series validly tendered in an Offer exceeds the Maximum Series Tender Cap for such series, then, subject to the terms and conditions of the Offers, Citigroup will accept tendered Notes of such series on a pro rata basis as described in the Offer to Purchase.
Payment for Notes tendered prior to the Expiration Date and accepted for purchase will be made on the settlement date, which is anticipated to be December 24, 2012 (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.
Subject to applicable law, Citigroup may increase the Maximum Series Tender Cap for one or more series of Notes at any time prior to the Settlement Date. Such increase need not be made equally or on a pro rata basis among the Maximum Series Tender Caps for all series of Notes.
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, including the condition that Holders validly tender an aggregate principal amount of each series of Notes equal to the Maximum Series Tender Cap applicable to each such series of Notes (the “Minimum Tender Condition”). Citigroup reserves the right, in its sole discretion, to waive any one or more of the conditions, including the Minimum Tender Condition, at any time.
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 with respect to the Notes.
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 documents and questions regarding the tender of Notes may be directed to Global Bondholder Services Corporation at (866) 873-7700 (toll free) or (212) 430-3774 (collect).
The Offer to Purchase and related Letter of Transmittal are expected to be distributed to holders of Notes and published on the website of the Luxembourg Stock Exchange (www.bourse.lu) beginning November 22, 2012. Copies of the Offer to Purchase and the Letter of Transmittal may also be obtained at no charge from Global Bondholder Services Corporation.
None of Citigroup, its boards of directors, the dealer manager, the depository or the information agent 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 Letter 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 Letter 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 Offers 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. 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, including without limitation the “Risk Factors” section of Citigroup’s 2011 Annual Report on Form 10-K.