News Column

Citigroup Announces Expiration and Final Tender Results of Offers to Purchase Nine Series of Outstanding Notes

June 17, 2014

NEW YORK--(BUSINESS WIRE)-- Citigroup Inc. (“Citigroup”) announced today the expiration and final tender results of its previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) with respect to each series of notes listed in the tables below (the “Notes”).

These Offers, in which Notes totaling approximately $1.5 billion are being accepted (based on current U.S. dollar exchange rates), 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 approximately 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 conditions.

As the Expiration Date for the Offers was June 16, 2014, the deadline for tendering Notes pursuant to the Offers has now passed. Holders of Notes that were validly tendered pursuant to the Offers as of the Early Tender Date and are accepted for purchase will be entitled to receive the applicable Total Consideration, which is inclusive of the Early Tender Premium, plus accrued and unpaid interest to, but not including, the Settlement Date for such Notes. Holders of Notes that were validly tendered after the Early Tender Date and are accepted for purchase will be entitled to receive the applicable Tender Offer Consideration which is equal to the Total Consideration applicable to that series of Notes less the Early Tender Premium, plus accrued and unpaid interest to, but not including, the Settlement Date for such Notes. As previously announced, the Early Tender Date for the 4.750% Notes due 2015, 4.700% Notes due 2014 and 2.250% Notes due 2015 were extended to the Expiration Date. The Settlement Date is expected to occur on June 19, 2014 for all series of Notes.

Because the aggregate principal amount of Notes of certain series validly tendered in an Offer exceeds the Maximum Series Tender Cap for such series, subject to the terms and conditions of the Offers, Citigroup has accepted tendered Notes of such series on a pro rata basis as described in the Offer to Purchase. Pursuant to the Offers, Citigroup has accepted for purchase the aggregate principal amount of each series of Notes set forth in the tables below. The following tables also set forth the aggregate principal amount of each series of Notes that was validly tendered and not validly withdrawn prior to the Expiration Date and the aggregate principal amount of each such series that was accepted for purchase.

CAD Notes

         
Title of SecurityCUSIP / ISIN

Exchange

Listing

Principal Amount

Outstanding

 

Aggregate

Principal Amount

Tendered Pursuant

to the Offers

 

Aggregate Principal

Amount Accepted

Pursuant to the

Offers

4.650% Subordinated Notes due 2022

172967DC2 /

US172967DC27

C$500,000,000C$18,478,000C$18,478,000
5.160% Subordinated Notes due 2027

172967EB3 /

CA172967EB37

C$500,000,000C$419,308,000C$419,308,000
 


U.S. Dollar Notes

           
Title of SecurityCUSIP / ISIN

Exchange

Listing

Principal

Amount

Outstanding

Maximum Series

Tender Cap

Aggregate Principal

Amount Tendered

Pursuant to the Offers

Aggregate Principal

Amount Accepted

Pursuant to the Offers

4.750% Notes due 2015

172967FD8 /

US172967FD81

Luxembourg

Stock

Exchange

$1,530,804,000$770,000,000US$265,060,000US$265,060,000
4.700% Notes due 2015

172967CY5 /

US172967CY55

Luxembourg

Stock

Exchange

$714,000,000$360,000,000US$105,739,000US$105,739,000
2.250% Notes due 2015

172967GB1 /

US172967GB17

Luxembourg

Stock

Exchange

$1,250,000,000$500,000,000US$487,677,000US$487,677,000

5.875% Subordinated

Notes due 2033

172967BU4 /

US172967BU43

Luxembourg

Stock

Exchange

$1,000,000,000$150,000,000US$197,447,000US$150,000,000
5.850% Notes due 2034

172967CT6 /

US172967CT60

Luxembourg

Stock

Exchange

$303,949,000$30,000,000US$7,395,000US$7,395,000
5.875% Notes due 2037

172967EC1 /

US172967EC18

Luxembourg

Stock

Exchange

$202,761,000$30,000,000US$28,839,000US$28,839,000
6.875% Notes due 2038

172967EP2 /

US172967EP21

Luxembourg

Stock

Exchange

$742,517,000$75,000,000US$114,475,000US$75,000,000
 


The Offers were made pursuant to the offer to purchase dated May 19, 2014 (as amended or supplemented through the Expiration Date, the “Offer to Purchase”), and the related letters of transmittal (as amended or supplemented through the Expiration Date, the “Letters of Transmittal”) which set forth in more detail the terms and conditions of the Offers. Capitalized terms used but not otherwise defined in this announcement shall have the meaning given to them in the Offer to Purchase.

Citigroup retained its affiliate, Citigroup Global Markets Inc., to serve as the sole dealer manager for the Offers. Global Bondholder Services Corporation was retained to serve as the depositary and information agent with respect to the U.S. Dollar Notes. Kingsdale Shareholder Services was retained to serve as the depositary and information agent with respect to the CAD Notes.

The Offer to Purchase and related Letters of Transmittal were first distributed to holders of Notes on May 19, 2014. Copies of the Offer to Purchase and Letter of Transmittal may also be obtained at no charge from Global Bondholder Services Corporation and Kingsdale Shareholder Services, respectively.

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 made 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 high net worth companies, and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of 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 of the Offers and Citigroup’s continued 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 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 2013 Annual Report on Form 10-K.




Citigroup Inc.

Media:

Mark Costiglio, 212-559-4114

or

Investors:

Susan Kendall, 212-559-2718

or

Fixed Income Investors:

Peter Kapp, 212-559-5091

Source: Citigroup Inc.


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