Citigroup Inc. Announces Purchase Prices and Final Tender Results
LONDON -- December 10, 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.
On 21 November 2012, Citigroup Inc. (the “Company”) announced its invitation
to eligible holders (the “Noteholders”) 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
Notes tendered and accepted pursuant to these Offers, totaling €672,510,000,
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.
The Offers were made on the terms and subject to the conditions contained in
the tender offer memorandum dated 21 November 2012 (the “Tender Offer
Memorandum”) as supplemented by the announcement made on 6 December 2012.
Capitalised terms used but not otherwise defined in this announcement shall
have the meanings given to them in the Tender Offer Memorandum.
The Company hereby announces that it has accepted for purchase (i) all 2014
Notes validly tendered in full; and (ii) the 2015 Notes validly tendered with
a Scaling Factor of 39.09% in order to achieve the repurchase of €75 million
in nominal amount of 2015 Notes, and resulting in an aggregate nominal amount
of Notes repurchased of €672,510,000. The Purchase Price for each Series of
Notes was determined at or around 2:00 p.m. (London time) today in accordance
with the terms set out in the Tender Offer Memorandum by reference to the sum
of the relevant Fixed Spread and the Interpolated Reference Rate or the
Interpolated Mid-Swap Rate (as applicable) as follows:
2014 Notes 2015 Notes
ISIN XS0433943718 XS0563159184
Outstanding Nominal Amount €1,500,000,000 €1,199,592,000
Maximum Series Tender Cap €650,000,000 €75,000,000
Nominal Amount accepted for €597,510,000 €75,000,000
Benchmark Interpolated Reference Interpolated Mid-Swap
Interpolated Reference Rate
or Interpolated Mid-Swap 0.431% 0.412%
Fixed Spread 25 bps 65 bps
Purchase Yield 0.681% 1.062%
Purchase Price 110.013% 108.505%
Accrued Interest 3.617% 0.175%
Outstanding Nominal Amount €902,490,000 €1,124,592,000
after the Settlement Date
The applicable Purchase Price, together with Accrued Interest, will be paid to
Noteholders whose Notes have been accepted for purchase by the Company. The
Settlement Date for the Offers is expected to be 12 December 2012.
Citigroup Inc. has retained its affiliate Citigroup Global Markets Limited to
serve as 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
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
Managers 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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