Citigroup Inc. Announces Upsizing of Euro Offers from €475 million to up to
LUXEMBOURG -- December 06, 2012
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE
U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN
MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.
Citigroup Inc. (the “Company”) announces the extension of its previously
announced invitation to eligible holders of its €1,500,000,000 7.375% Fixed
Rate Senior Notes due 16 June 2014 (the “2014 Notes”) and €1,250,000,000
4.000% Fixed Rate Senior Notes due 26 November 2015 (the “2015 Notes”, and
together with the 2014 Notes, the “Notes”) to tender their Notes for purchase
by the Company for cash (each such invitation, an “Offer”, and together, the
“Offers”), and an upsizing with respect to the Offer for the 2014 Notes.
Notes tendered pursuant to these Offers, currently totaling up to
€725,000,000, 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.
As at the Expiration Deadline of 4:00 p.m. (London time) on 5 December 2012,
an aggregate nominal amount of Notes of €795,651,000 has been validly tendered
pursuant to the Offers. The Company hereby announces (i) the increase in the
Maximum Series Tender Cap for the 2014 Notes from €400 million to €650
million; and (ii) the extension of the Expiration Deadline, the Pricing Time
and the Settlement Date in respect of the Offers for both the 2014 Notes and
the 2015 Notes. The Maximum Series Tender Cap for the 2015 Notes remains at
€75 million and all other terms and conditions of the Offers stay unchanged.
The previously announced Expiration Deadline has been extended to 4:00 p.m.
(London time) on 7 December 2012 (unless further extended or earlier
terminated).The previously announced Pricing Time has been amended to 2:00
p.m. (London time) on 10 December 2012. The Settlement Date is expected to
occur promptly thereafter on 12 December 2012.
Outstanding Fixed Purchase Maximum Tendered as
Title of Notes ISIN Exchange Benchmark Spread Series of 4:00
Listing Nominal Amount (basis Price Tender Cap p.m.,
time) on 5
as set out
€1,500,000,000 in the
7.375% Fixed Interpolated Tender Up to
Rate Senior XS0433943718 Luxembourg €1,500,000,000 Reference 25 Offer €650,000,000 €597,510,000
Notes due 16 Rate Memorandum nominal
June 2014 by amount
as set out
€1,250,000,000 in the
4.000% Fixed Interpolated Tender Up to
Rate Senior XS0563159184 Luxembourg €1,199,592,000 Mid-Swap 65 Offer €75,000,000 €198,141,000
Notes due 26 Rate Memorandum nominal
November 2015 by amount
The Offers are made on the terms and subject to the conditions contained in
the tender offer memorandum dated 21 November 2012 (the “Tender Offer
Memorandum”, as may be amended from time to time) prepared by the Company in
connection with the Offers, and are subject to the offer and distribution
restrictions set out below and as more fully described in the Tender Offer
Memorandum. Capitalised terms used but not otherwise defined in this
announcement shall have the meanings given to them in the Tender Offer
The obligation of Citigroup Inc. to accept for purchase, and to pay the
Purchase Price 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 Tender Offer Memorandum. Citigroup Inc.
reserves the right, in its sole discretion, to waive any one or more of the
conditions at any time. The Offers are not contingent upon the tender of any
minimum nominal amount of Notes.
Citigroup Inc. has retained its affiliate Citigroup Global Markets Limited to
serve as the Dealer Manager, and Lucid Issuer Services Limited has been
retained to serve as Tender Agent for the Offers.
For additional information regarding the terms of the Offers, please contact:
Citigroup Global Markets Limited at Citigroup Centre, Canada Square, Canary
Wharf, London E14 5LB, Attention: Liability Management Group, or by telephone
at +44 20 7986 8969 or email firstname.lastname@example.org.
Requests for documents and questions regarding the tender of Notes may be
directed to Lucid Issuer Services Limited, Leroy House, 436 Essex Road, London
N1 3QP. United Kingdom, Attention: Paul Kamminga, or by telephone at +44 20
7704 0880 or email email@example.com.
This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offers. If any Noteholder is in any doubt as to the
action it should take, it is recommended to seek its own financial advice,
including as to any tax consequences, from its stockbroker, bank manager,
solicitor, accountant or other independent financial adviser. Any individual
or company whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity if it
wishes to tender Notes in the Offers. None of Citigroup Inc., the Dealer
Manager or the Tender Agent nor any of their respective directors, employees
or affiliates makes any recommendation whether Noteholders should tender Notes
in the Offers.
Citi, the leading global bank, has approximately 200 million customer accounts
and does business in more than 160 countries and jurisdictions. Citi 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, 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 Tender Offer Memorandum),
the possible amendment, extension or abandonment of one or more of the Offers,
and Citigroup Inc.’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 in the Tender Offer
Memorandum, and those contained in Citigroup Inc.’s filings with the U.S.
Securities and Exchange Commission, including without limitation the “Risk
Factors” section of Citigroup Inc.’s 2011 Annual Report on Form 10-K.
+44 207 500 8304
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