News Column

Citigroup Announces Upsizing of Offers to Purchase Specified Series of Outstanding Notes

June 3, 2014

NEW YORK--(BUSINESS WIRE)-- Citigroup Inc. (“Citigroup”) announced today that it has increased the maximum aggregate principal amount of specified series of notes (the “Notes”) that it will accept (each, a “Maximum Series Tender Cap”) pursuant to its previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”), as set forth in the table below.

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. 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.

The previously announced Early Tender Date for the 4.750% Notes due 2015, 4.700% Notes due 2015 and 2.250% Notes due 2015 has been extended to 11:59 p.m., New York City time, on June 16, 2014, which is the current Expiration Date for the Offers. Holders of these Notes that are validly tendered prior to such time pursuant to the Offers and accepted for purchase will be entitled to receive the applicable Total Consideration, which is inclusive of the Early Tender Premium. The Early Tender Date for the remaining series of Notes (the "Unextended Series") has now passed (such date being 5:00 p.m., New York City time, on June 2, 2013). Holders of Notes of the Unextended Series that were validly tendered prior to such time pursuant to the Offers and are accepted for purchase will be entitled to receive the applicable Total Consideration, which is inclusive of the Early Tender Premium. Holders of Notes of the Unextended Series that are validly tendered after such time pursuant to the Offers and accepted for purchase will be entitled to receive the Tender Offer Consideration, which equals the Total Consideration minus the Early Tender Premium.

The Expiration Date for the Offers continues to be 11:59 p.m., New York City time, on June 16, 2014 (unless extended or earlier terminated). The Settlement Date is expected to occur promptly thereafter on June 19, 2014. Holders whose Notes are accepted for purchase will also receive accrued and unpaid interest to, but not including, the Settlement Date, for such Notes.

The following table sets forth the Notes that are subject to the Offers as well as the aggregate principal amounts of Notes that were validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on June 2, 2013 and the revised Maximum Series Tender Cap for each of the 2.250% Notes due 2015, the 5.875% Notes due 2037 and the 6.875% Notes due 2038. The Maximum Series Tender Cap for the 4.750% Notes due 2015, 4.700% Notes due 2015, 5.875% Subordinated Notes due 2033 and 5.850% Notes due 2034 remains unchanged.

 

CAD Notes

 
Title of Security       CUSIP / ISIN      

Exchange

Listing

     

Principal

Amount

Outstanding

     

Aggregate Principal Amount

Tendered as of 5:00pmNew York

City time June 2, 2013

4.650% Subordinated Notes due 2022

172967DC2 /

US172967DC27

C$500,000,000C$18,420,000
 
5.160% Subordinated Notes due 2027

172967EB3 /

CA172967EB37

C$500,000,000C$418,370,000
 
 

U.S. Dollar Notes

 

Title of Security     CUSIP / ISIN    

Exchange

Listing

   

Principal Amount

Outstanding

   

Revised Maximum

Series Tender Cap

   

Aggregate Principal Amount

Tendered as of 5:00pm New

York City time June 2, 2013

 
4.750% Notes due 2015

172967FD8 /

US172967FD81

Luxembourg Stock Exchange$1,530,804,000$770,000,000US$263,208,000
 
4.700% Notes due 2015

172967CY5 /

US172967CY55

Luxembourg Stock Exchange$714,000,000$360,000,000US$104,779,000
 
2.250% Notes due 2015

172967GB1 /

US172967GB17

Luxembourg Stock Exchange$1,250,000,000$500,000,000US$484,267,000
 

5.875% Subordinated Notes due 2033

172967BU4 /

US172967BU43

Luxembourg Stock Exchange$1,000,000,000$150,000,000US$195,416,000
 
5.850% Notes due 2034

172967CT6 /

US172967CT60

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

172967EC1 /

US172967EC18

Luxembourg Stock Exchange$202,761,000$30,000,000US$28,815,000
 
6.875% Notes due 2038

172967EP2 /

US172967EP21

Luxembourg Stock Exchange$742,517,000$75,000,000US$114,455,000
 


The Offers are being made pursuant to the offer to purchase dated May 19, 2014 (as may be amended or supplemented from time to time, the “Offer to Purchase”), and the related letters of transmittal (as 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. Capitalized terms used but not otherwise defined in this announcement shall have the meaning given to them in the Offer to Purchase.

The Total Consideration with respect to each series of Notes will be equal to the price, determined 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 reference yield, which shall be based on the bid-side price of the applicable Reference U.S. Treasury security or Reference Canadian Government security, as the case may be, as of 2:00 p.m., New York City time, on June 3, 2014, (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.

Subject to the terms and conditions of the Offers, Citigroup is offering to purchase any and all CAD Notes of each series set forth in the table above validly tendered pursuant to the Offers.

Subject to the terms and conditions of the Offers, Citigroup is offering to purchase an aggregate principal amount of each series of U.S. Dollar Notes up to the applicable Maximum Series Tender Cap set forth in the table above. If the aggregate principal amount of U.S. Dollar Notes of any series validly tendered exceeds the Maximum Series Tender Cap for such series, then Citigroup will accept tendered U.S. Dollar Notes of such series on a pro rata basis as described in the Offer to Purchase.

Aside from the extended Early Tender Date with respect to certain series of Notes and the increase in the Maximum Series Tender Cap for certain series of Notes, all other terms and conditions of the Offers remain unchanged.

The Withdrawal Date (June 2, 2014) for the Offers has now passed. Notes already tendered pursuant to the Offers may no longer be withdrawn, and any other Notes tendered prior to the Expiration Date may not be withdrawn.

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 and, in the case of U.S. dollar denominated Notes, to potential proration. Citigroup reserves the right, in its sole discretion, to waive any one or more of the conditions at any time.

Citigroup has retained its affiliate, Citigroup Global Markets Inc., to serve as the sole dealer manager for the Offers. Global Bondholder Services Corporation has been retained to serve as the depositary and information agent with respect to the U.S. Dollar Notes. Kingsdale Shareholder Services has been retained to serve as the information agent with respect to the CAD 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 U.S. Dollar Notes may be directed to Global Bondholder Services Corporation at (866) 807-2200 (toll free) or (212) 430-3774 (collect). Requests for documents and questions regarding the tender of CAD Notes may be directed to Kingsdale Shareholder Services Inc. at (888) 518-1557 (toll free) or (416) 867-2272 (collect).

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 the Letters of Transmittal may also be obtained at no charge from Global Bondholder Services Corporation or Kingsdale Shareholder Services Inc.

None of Citigroup, its boards of directors, the dealer manager, the depositaries 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 Offers to Purchase), the possible amendment, extension or abandonment of one or more 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 laws. 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 2013 Annual Report on Form 10-K.




For 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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