News Column

Citigroup Inc. Announces Offer to Purchase up to U.S. $700 Million of Its Outstanding 6.125% Notes Due 2017

August 22, 2014

NEW YORK--(BUSINESS WIRE)-- Citigroup Inc. (“Citigroup”) today announced the commencement of its offer to purchase for cash up to U.S. $700 million aggregate principal amount (the “Maximum Tender Cap”) of its outstanding 6.125% Notes due 2017 (the “Notes”). The offer to purchase the Notes is referred to as the “Offer.” The Notes had an aggregate principal amount outstanding of U.S. $3,865,935,000 as of August 21, 2014.

The Offer is consistent with Citigroup’s liability management strategy, and reflect its ongoing efforts to enhance the efficiency of its funding and capital structure. Since 2013, Citigroup redeemed or retired approximately U.S. $19.6 billion of securities, excluding exchanged securities, of which approximately U.S. $7.3 billion was redeemed or retired in 2014, reducing Citigroup’s 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.

Title of Security   CUSIP / ISIN  

Exchange

Listing

 

Principal

Amount

Outstanding

 

Maximum Tender

Cap

 

Reference U.S.

Treasury

Security

 

Bloomberg

Reference

page

 

Early Tender

Premium

 

Fixed Spread

(basis points)

6.125% Notes due

2017

172967EM9 / US172967EM99

Luxembourg

Stock Exchange

$3,865,935,000$700,000,000

0.875% U.S.

Treasury

Note due

August 15,

2017

FIT1 $30.00 +82 bps


The Offer is being made pursuant to the offer to purchase, dated August 22, 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 Offer.

The Offer will expire at 11:59 p.m., New York City time, on September 19, 2014, unless extended or earlier terminated (such date and time, as the same may be extended, the “Expiration Date”). Subject to the terms and conditions set forth in the Offer to Purchase and the Letter of Transmittal, Holders of Notes that are validly tendered on or prior to 5:00 p.m., New York City time, on September 5, 2014, unless extended (such date and time, as the same may be extended, the “Early Tender Date”) and accepted for purchase shall be entitled to receive the total consideration calculated in the manner set forth in the Offer to Purchase (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 the 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 fixed spread of 82 basis points over the yield, which shall be based on the bid-side price of the 0.875% U.S. Treasury Note due August 15, 2017, at 2:00 p.m., New York City time, on September 8, 2014 (subject to certain exceptions set forth in the Offer to Purchase, such time and date, as the same may be extended, the “Price Determination Date”).

Subject to the terms and conditions set forth in the Offer to Purchase, Holders 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 tender offer consideration, which is equal to the Total Consideration 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 September 5, 2014, unless extended (such date and time, as the same may be extended, the “Withdrawal Date”), but not thereafter.

Subject to the terms and conditions of the Offer, Citigroup is offering to purchase the aggregate principal amount of Notes up to the Maximum Tender Cap set forth in the table above. If the aggregate principal amount of Notes validly tendered in the Offer exceeds the Maximum Tender Cap, then, subject to the terms and conditions of the Offer, Citigroup will accept tendered Notes on a pro rata basis as described in the Offer to Purchase.

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 September 24, 2014 (such date, unless the Offer is 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 Tender Cap for the Notes at any time prior to the Settlement Date.

The obligation of Citigroup to accept for purchase, and to pay for Notes validly tendered pursuant to the Offer 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, 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 Offer. 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 Offer, 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 Letter of Transmittal and questions regarding the tender of Notes may be directed to Global Bondholder Services Corporation at (866) 807- 2200 (toll free) or (212) 430-3774 (collect).

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 the Offer. Citigroup is making the Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The Offer is 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 Offer 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 Offer (including the satisfaction of the conditions described in the Offer to Purchase), the possible amendment, extension or abandonment of the Offer, 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 Offer, 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 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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