Citigroup Announces Early Tender Results of Offers to Purchase Seven Series of Outstanding Notes
Citigroup Announces Early Tender Results of Offers to Purchase Seven Series
of Outstanding Notes
Business Wire
NEW YORK -- August 31, 2012
Citigroup Inc. (“Citigroup”) announced today the early tender results of the
previously announced cash tender offers (each, an “Offer” and, collectively,
the “Offers”) by Citigroup and its wholly-owned subsidiary Associates First
Capital Corporation (“Associates”) with respect to each series of notes listed
in the tables below (the “Notes”).
These Offers reflect Citigroup’s continued robust liquidity position and are
consistent with its recent liability management initiatives. Year-to-date,
Citigroup has decreased its outstanding long-term debt by approximately $11.9
billion through these initiatives, including the previously announced
redemptions of trust preferred securities and assuming the completion of these
Offers. 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.
*****
The Early Tender Date (August 30, 2012) for Notes validly tendered pursuant to
the Offers has now passed. Notes that were 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, plus accrued and unpaid interest to, but not including, the
Settlement Date for such Notes. Notes 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 Consideration, plus accrued and unpaid interest to, but
not including, the Settlement Date for such Notes. The Expiration Date for
Notes validly tendered pursuant to the Offers is 11:59 p.m., New York City
time, on September 14, 2012 (unless extended or earlier terminated). The
Settlement Date is expected to occur promptly thereafter on September 18,
2012.
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 August
30, 2012. Because the aggregate principal amount of Notes of any 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 or
Citigroup and Associates, as the case may be, will accept tendered Notes of
such series on a pro rata basis as described in the Offer to Purchase.
Fixed Spread Offers
Aggregate
Principal
Amount
Principal Reference Bloomberg Fixed Early Tendered as
Title of Exchange Maximum U.S. Spread
CUSIP / ISIN Amount Series Reference Tender of 5:00
Security^(1) Listing Treasury (basis p.m., New
Outstanding Tender Cap Security page Premium^(2)(3)
points) York City
time,
August 30,
2012
5.125% Luxembourg 0.125%
Senior Notes 172967CK5 / Stock $1,750,000,000 $175,000,000 Treasury FIT1 110 $30.00 $469,091,000
due 2014 US172967CK51 Exchange due
07/31/2014
6.000% Luxembourg 0.500%
Senior Notes 172967EH0 / Stock $1,930,000,000 $405,480,000 Treasury FIT1 220 $30.00 $412,830,000
due 2017 US172967EH05 Exchange due
07/31/2017
6.125% Luxembourg 0.500%
Senior Notes 172967ES6 / Stock $2,965,000,000 $405,000,000 Treasury FIT1 245 $30.00 $585,899,000
due 2018 US172967ES69 Exchange due
07/31/2017
6.950% Luxembourg 0.500%
Senior Notes 046003JU4 / Stock $1,000,000,000 $50,000,000 Treasury FIT1 295 $30.00 $140,296,000
due 2018 US046003JU47 Exchange due
07/31/2017
8.500% Luxembourg 1.750%
Senior Notes 172967EV9 / Stock $2,980,000,000 $100,000,000 Treasury FIT1 205 $30.00 $641,552,000
due 2019 US172967EV98 Exchange due
05/15/2022
5.850% Luxembourg 3.000%
Senior Notes 172967CT6 / Stock $995,120,000 $295,000,000 Treasury FIT1 180 $30.00 $457,375,000
due 2034 US172967CT60 Exchange due
05/15/2042
Fixed Price Offer
Aggregate
Principal
Amount
Principal Early Tendered as
Title of Exchange Maximum Tender Offer Total
CUSIP / ISIN Amount Series Tender of 5:00
Security^(1) Listing Consideration^(2) Consideration^(2)(4) p.m., New
Outstanding Tender Cap Premium^(2)
York City
time,
August 30,
2012
Floating Luxembourg
Rate Senior 172967FQ9 /
Stock $750,000,000 $220,000,000 $30.00 $972.50 $1,002.50 $327,101,000
Notes due US172967FQ94 Exchange
2014
All series of Notes except for the 6.950% Senior Notes due 2018
(1) have been issued by Citigroup. The 6.950% Senior Notes due 2018
have been issued by Associates.
Expressed in U.S. dollars per $1,000 principal amount of the
(2) Notes. We will also pay accrued and unpaid interest to, but not
including, the Settlement Date.
The Total Consideration with respect to the Fixed Spread Offers
(3) includes the Early Tender Premium and will be calculated in the
manner set forth in the Offer to Purchase.
The Total Consideration with respect to the Fixed Price Offer is
(4) equal to the Early Tender Premium plus the Tender Offer
Consideration.
The Withdrawal Date (August 22, 2012) 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 Offers are being made pursuant to the offer to purchase dated August 9,
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. Capitalized terms used but not
otherwise defined in this announcement shall have the meaning given to them in
the Offer to Purchase.
The obligation of Citigroup or Citigroup and Associates, as the case may be,
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. Citigroup reserves the right, in its sole discretion, to waive any
one or more of the conditions at any time.
Citigroup and Associates have retained their 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 were first distributed
to holders of Notes on August 9, 2012 and published on the website of the
Luxembourg Stock Exchange (www.bourse.lu) on August 23, 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, Associates, their 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 or Citigroup and Associates, as the case may be, are 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 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. 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.
Contact:
Citigroup Inc.
Media:
Mark Costiglio, 212-559-4114
Shannon Bell, 212-793-6206
or
Investors:
Susan Kendall, 212-793-1298
or
Fixed Income Investors:
Ilene Fiszel-Bieler, 212-559-5091
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