Citigroup Inc. Announces Offers to Purchase Twelve Series of Outstanding Notes

  Citigroup Inc. Announces Offers to Purchase Twelve Series of Outstanding
  Notes

Business Wire

NEW YORK -- November 22, 2012

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.” Each of
the Offers with respect to each series of Notes listed under “Fixed Spread
Offers” in the table below is being made on a fixed spread basis (each, a
“Fixed Spread Offer” and, collectively, the “Fixed Spread Offers”), and each
of the Offers with respect to each series of Notes listed under “Fixed Price
Offers” in the table below is being made on a fixed price basis (each, a
“Fixed Price Offer” and, collectively, the “Fixed Price Offers”). The Notes
have an aggregate principal amount outstanding of approximately
$18,436,573,000 as of November 21, 2012.

These Offers, currently totaling up to $910,000,000, reflect Citigroup’s
continued robust liquidity position and are consistent with its recent
liability management initiatives. Year-to-date, and excluding these Offers,
Citigroup has decreased its outstanding long-term debt by approximately $13.9
billion through liability management initiatives, including the previously
announced redemptions of trust preferred securities. 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.

                                                                                                                    
Fixed
Spread
Offers
                                             Principal          Maximum                                Bloomberg                     
                             Exchange       Amount             Series           Reference U.S.        Reference     Early           Fixed
                                                                                                                     Tender          Spread
Title of     CUSIP / ISIN     Listing        Outstanding        Tender Cap       Treasury Security     page          Premium^(1)     (basis
Security                                                                                                                             points)
                                                                                                                                     
6.500%                        Luxembourg
Senior       172967EU1 /      Stock          $2,612,299,000     $125,000,000     0.250% Treasury       FIT1          $30             35
Notes        US172967EU16     Exchange                                           due 10/31/2014
due 2013
                                                                                                                                     
6.000%                        Luxembourg
Senior       172967FE6 /      Stock          $1,805,000,000     $100,000,000     0.250% Treasury       FIT1          $30             45
Notes        US172967FE64     Exchange                                           due 10/31/2014
due 2013
                                                                                                                                     
5.125%                        Luxembourg
Senior       172967CK5 /      Stock          $1,565,000,000     $150,000,000     0.250% Treasury       FIT1          $30             65
Notes        US172967CK51     Exchange                                           due 10/31/2014
due 2014
                                                                                                                                     
5.500%                        Luxembourg
Senior       172967EZ0 /      Stock          $1,952,000,000     $25,000,000      0.250% Treasury       FIT1          $30             105
Notes        US172967EZ03     Exchange                                           due 10/31/2014
due 2014
                                                                                                                                     
6.010%                        Luxembourg
Senior       172967FA4 /      Stock          $1,718,491,000     $25,000,000      0.375% Treasury       FIT1          $30             100
Notes        US172967FA43     Exchange                                           due 11/15/2015
due 2015
                                                                                                                                     
4.750%                        Luxembourg
Senior       172967FD8 /      Stock          $2,365,809,000     $25,000,000      0.375% Treasury       FIT1          $30             105
Notes        US172967FD81     Exchange                                           due 11/15/2015
due 2015
                                                                                                                                     
4.700%                        Luxembourg
Senior       172967CY5 /      Stock          $724,000,000       $10,000,000      0.375% Treasury       FIT1          $30             105
Notes        US172967CY55     Exchange                                           due 11/15/2015
due 2015
                                                                                                                                     
4.587%                        Luxembourg
Senior       172967FH9/       Stock          $1,830,000,000     $25,000,000      0.375% Treasury       FIT1          $30             115
Notes        US172967FH95     Exchange                                           due 11/15/2015
due 2015
                                                                                                                                     
5.300%                        Luxembourg
Senior       172967DE8 /      Stock          $961,376,000       $25,000,000      0.750% Treasury       FIT1          $30             90
Notes        US172967DE82     Exchange                                           due 10/15/2017
due 2016
                                                                                                                                     
Fixed
Price
Offers
                                             Principal          Maximum
                              Exchange       Amount             Series           Total                 Tender Offer                  Early
                                                                                                                                     Tender
Title of     CUSIP / ISIN     Listing        Outstanding        Tender Cap       Consideration^(1)     Consideration^(1)             Premium^(1)
Security
                                                                                                                                     
Floating
Rate         172967FG1 /      Luxembourg
Senior       US172967FG13     Stock          $1,392,685,000     $150,000,000     $1,011.25             $981.25                       $30
Notes                         Exchange
due 2013
                                                                                                                                     
Floating
Rate
Senior       172967FL0 /      Luxembourg
Notes        US172967FL08     Stock          $979,913,000       $150,000,000     $1,012.50             $982.50                       $30
due                           Exchange
January
2014
                                                                                                                                     
Floating
Rate
Senior       172967FQ9 /      Luxembourg
Notes        US172967FQ94     Stock          $530,000,000       $100,000,000     $1,007.50             $977.50                       $30
due                           Exchange
April
2014

       
            Expressed in U.S. dollars per $1,000 principal amount of the
            Notes. We will also pay accrued and unpaid interest to, but not
      (1)   including, the applicable Settlement Date (as defined below). The
            Early Tender Premium (as define below) is included in the Total
            Consideration.
            

The Offers are being made pursuant to the offer to purchase, dated November
21, 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.

The Offers will expire at 11:59 p.m., New York City time, on December 19,
2012, 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., New York City time, on
December 5, 2012, 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 with respect to the Fixed Price
Offer or calculated in the manner set forth in the Offer to Purchase with
respect to the Fixed Spread Offers (the “Total Consideration”), which includes
an early tender premium of $30.00 per $1,000 principal amount of Notes of each
series accepted for purchase (the “Early Tender Premium”). The Total
Consideration with respect to each series of Notes subject to the Fixed Spread
Offers will be calculated at 2:00 p.m., New York City time, on December 6,
2012.

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 City
time, on December 5, 2012, 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.

Citigroup 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 Offers, Citigroup 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
December 24, 2012 (such date, unless the Offers are 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 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”). Citigroup reserves the right, in its sole
discretion, to waive any one or more of the conditions, including the Minimum
Tender Condition, at any time.

Citigroup has retained its 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 are expected to be
distributed to holders of Notes and published on the website of the Luxembourg
Stock Exchange (www.bourse.lu) beginning November 22, 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, 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.

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 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
or
Shannon Bell, 212-793-6206
or
Investors:
Susan Kendall, 212-793-1298
or
Fixed Income Investors:
Jennifer Hendricks, 212-559-5091
 
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