Citigroup Inc. Announces Indicative 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 pursuant to these Offers 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.
As at the Expiration Deadline of 4:00 p.m. (London time) on 7 December 2012,
an aggregate nominal amount of €795,651,000 has been validly tendered in the
Offers. The Company hereby announces that it intends to accept for purchase
(i) all 2014 Notes validly tendered in full; and (ii) the 2015 Notes validly
tendered with a Scaling Factor of approximately 39.1 per cent in order to
achieve the repurchase of approximately €75 million in nominal amount of 2015
Outstanding Fixed as of 4:00 Series
Title of Notes ISIN Benchmark Spread p.m. (London Tender
Nominal Amount time) Cap
7.375% Fixed Interpolated €650
Rate Senior XS0433943718 €1,500,000,000 Reference 25 bps €597,510,000 million
Notes due 16 Rate
4.000% Fixed Interpolated €75
Rate Senior XS0563159184 €1,199,592,000 Mid-Swap 65 bps €198,141,000 million
Notes due 26 Rate
The Purchase Price for each Series of Notes will be determined at or around
2:00 p.m. (London time) today in the manner described in the Tender Offer
Memorandum by reference to the sum of the Interpolated Reference Rate or the
Interpolated Mid-Swap Rate (as applicable) and the relevant Fixed Spread. 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 email@example.com. 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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