NEW YORK--(BUSINESS WIRE)--
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.” The Notes have an aggregate principal
amount outstanding of approximately U.S. $1.5 billion as of February 13,
These Offers, currently totaling up to U.S. $230,000,000, are consistent
with Citigroup’s liability management strategy, and reflect its ongoing
efforts to enhance the efficiency of its funding and capital structure.
In 2013, Citigroup redeemed U.S. $12 billion of securities reducing its
overall funding costs. 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, capital impact, as well as overall market
|Title of Security||
||CUSIP / ISIN||
5.850% Notes due
172967CT6 / US172967CT60
5.875% Notes due
172967EC1 / US172967EC18
6.875% Notes due
172967EP2 / US172967EP21
The Offers are being made pursuant to the offer to purchase, dated
February 14, 2014
(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 March 14,
, 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.
time, on February 28, 2014
, 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 calculated in the manner set forth in the Offer to Purchase
(the “Total Consideration
”), which includes an early tender
premium of $30.00
principal amount of Notes of each series
accepted for purchase (the “Early Tender Premium
”). The Total
with respect to each series of Notes will be
calculated in accordance with standard market practice, as described in
the Offer to Purchase, that equates to a yield to maturity equal to the
applicable fixed spread specified for each such series of Notes over the
applicable yield, which shall be based on the bid-side price of the
applicable U.S. Treasury Security at 2:00 p.m.
, New York City
March 3, 2014
(subject to certain exceptions set forth in the Offer to
Purchase, such time and date, as the same may be extended).
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
time, on February 28, 2014, 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.
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
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
March 19, 2014
(such date, unless the Offers are extended, the “Settlement
”). 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
reserves the right, in its sole discretion, to waive any one
or more of the conditions, including the Minimum Tender Condition, at
has retained its affiliate Citigroup Global Markets Inc.
serve as the sole dealer manager for the Offers. Global Bondholder
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
at (866) 807- 2200 (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
beginning February 14, 2014. 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.
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.
, the leading global bank, has approximately 200 million
customer accounts and does business in more than 160 countries and
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
2012 Annual Report on Form 10-K.
orFixed Income Investors
Source: Citigroup Inc.