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Citigroup Inc. Announces Offers to Purchase up to $500 Million Amount of Notes



  Citigroup Inc. Announces Offers to Purchase up to $500 Million Amount of
  Notes

Business Wire

LUXEMBOURG -- February 14, 2013

Citigroup Inc. (the “Company”) announces that it is inviting eligible holders
(the “Noteholders”) of its notes denominated in British pounds sterling (the
“Sterling Notes”) and its notes denominated in Euros (the “Euro Notes”, and
together with the Sterling Notes, the “Notes” and each a “Series”) to tender
their Notes for purchase by the Company for cash (each such invitation, an
“Offer”, and together, the “Offers”).

The Offers are made on the terms and subject to the conditions contained in
the tender offer memorandum dated 14 February 2013 (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
Memorandum.

Notes tendered and accepted pursuant to the Offers reflect the Company’s
continued robust liquidity position and are consistent with its recent
liability management initiatives. In 2012, the Company decreased its
outstanding long-term debt by approximately $17 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 the Company’s long-term debt
outstanding. The Company 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 the Company’s net
interest margin and borrowing costs and the overall remaining tenor of its
debt portfolio.

                                Outstanding                              Purchase     Maximum Acceptance
Title of Notes   ISIN           Nominal        Benchmark                 Price        Amount
                                Amount
Sterling Offer                                                Maximum
and Euro Offer                                                Purchase               
                                                              Spread
£750,000,000                                   5.00% U.K.                To be
7.625% Fixed                                   Treasury                  determined
Rate Notes due   XS0355738799   £497,615,000   Gilt due       155 bps    as set out
2018                                           March 2018                in this
                                                                         Tender        
                                               4.75% U.K.                Offer
£400,000,000                                   Treasury                  Memorandum   Up to $500,000,000
6.5% Senior      XS0116066449   £251,565,000   Gilt due       140 bps    by           U.S.-dollar-equivalent
Notes due 2030                                 December                  reference    nominal amount,
                                               2030                      to the       subject to the right
                                               4.75% U.K.                relevant     of the Company to
£800,000,000                                   Treasury                  Clearing     amend such amount.
6.8% Senior      XS0372391945   £535,073,000   Gilt due       145 bps    Spread
Notes due 2038                                 December                  determined
                                               2038                      pursuant
€1,500,000,000                                 Interpolated              to a
7.375% Fixed     XS0433943718   €902,490,000   Euro           10 bps     modified
Rate Notes due                                 Mid-Swap                  Dutch
2014                                           Rate                      auction.
                                                                                       

The Company proposes to accept for purchase pursuant to the Offers up to
$500,000,000, in aggregate U.S.-dollar-equivalent nominal amount of the Notes
validly tendered for purchase pursuant to the Offers (the “Maximum Acceptance
Amount”), subject to the right of the Company, in its sole discretion, to
accept less than or more than the Maximum Acceptance Amount for purchase
pursuant to the Offers. The Company will determine the allocation of funds
between each Series in its sole discretion and reserves the right to accept
for purchase significantly more or less (or none) of the Notes of any one
Series as compared to the other Series.

The Company will pay for each Series of Sterling Notes and Euro Notes validly
tendered and accepted by it for purchase pursuant to the Sterling Offer and
the Euro Offer, a cash purchase price (for each Series of Sterling Notes, a
“Sterling Purchase Price”, for each Series of Euro Notes, a “Euro Purchase
Price”, and each a “Purchase Price”) expressed as a percentage of the
principal amount thereof and determined by reference to the sum of the
relevant purchase spread as determined pursuant to the Modified Dutch Auction
Procedure (each, a “Clearing Spread”), and the relevant Benchmark Security
Rate in the case of the Sterling Notes or the Interpolated Euro Mid-Swap Rate
in the case of the Euro Notes.

The final determination of the Purchase Price in respect of each Series of the
Notes will be determined in accordance with standard market convention, at or
around 2:00 p.m. (London time) on the Business Day following the Expiration
Deadline (the “Pricing Time”). The Company will also pay an Accrued Interest
Payment in respect of Notes accepted for purchase pursuant to the Offers, all
as further described in the Tender Offer Memorandum.

The anticipated transaction timetable is summarised below:

Events                                                 Times and Dates
Commencement of the Offers
Offers announced. Tender Offer Memorandum available    14 February 2013
from the Dealer Manager and the Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender             4:00 p.m. (London time)
Instructions by the Tender Agent in order for          on 20 February 2013
Noteholders to be able to participate in the Offers.
Announcement of Clearing Spreads and Indicative
Tender Results
Announcement by the Company of the Clearing Spread
with respect to each Series of Sterling Notes and      At or around 10:00 a.m.
Euro Notes it intends to accept for purchase, and      (London time) on 21
the indicative Series Acceptance Amount and any        February 2013
indicative Scaling Factor in respect of each Series
of Notes it intends to accept for purchase.
Pricing Time
Determination of the relevant Benchmark Security
Rate or the Interpolated Euro Mid-Swap Rate (as        At or around 2:00 p.m.
applicable) and calculation of the relevant Purchase   (London time) on 21
Price for each Series of the Notes the Company         February 2013
intends to accept for purchase.
Announcement of Purchase Prices and Final Tender
Results
Announcement of whether the Company will accept
valid tenders of Notes pursuant to each Offer and,
if so accepted, (i) the Series Acceptance Amount,      As soon as reasonably
(ii) the Interpolated Euro Mid-Swap Rate or the        practicable after the
relevant Benchmark Security Rate (as applicable) and   Pricing Time.
(iii) the Purchase Yield and Purchase Price for each
Series of Notes accepted for purchase.
Expected Settlement Date
Expected settlement date for the Offers.               28 February 2013
                                                        

This is an indicative timetable and may be subject to change. Noteholders are
advised to check with any bank, securities broker or other intermediary
through which they hold Notes when such intermediary needs to receive
instructions from a Noteholder in order for that Noteholder to be able to
participate in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offers by the
deadlines set out above. Noteholders are advised to read carefully the Tender
Offer Memorandum for full details of, and information on, the procedures for
participating in, the Offers.

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 its affiliate Citibank, N.A., London Branch
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 liabilitymanagement.europe@citi.com.

Requests for documents and questions regarding the tender of Notes may be
directed to Citibank, N.A., London Branch at Citigroup Centre, Canada Square,
Canary Wharf, London E14 5LB, Attention: Exchange Team, or by telephone at +44
20 7508 3867 or email exchange.gats@citi.com.

DISCLAIMER

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.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in the Offers in any jurisdiction in which, or to
any person to or from whom, it is unlawful to make such invitation or for
there to be such participation under applicable securities laws. The
distribution of this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement and/or the Tender Offer Memorandum comes are required by each of
the Company, the Dealer Managers and the Tender Agent to inform themselves
about, and to observe, any such restrictions.

United States

The Offers are not being made, and will not be made, directly or indirectly in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of a national
securities exchange of, the United States. This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication. Accordingly, copies of this
announcement, the Tender Offer Memorandum and any other documents or materials
relating to the Offers are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the United States
or to any persons located or resident in the United States and the Notes
cannot be tendered in the Offers by any such use, means, instrumentality or
facility or from within the United States or by any persons located or
resident in the United States. Eligibility to participate in the Offer is not
dependent on whether the Noteholder is a “U.S. person” as defined for purposes
of Regulation S under the U.S. Securities Act of 1933, as amended. Any
purported tender of Notes resulting directly or indirectly from a violation of
these restrictions will be invalid and any purported tender of Notes made by
any person located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.

Each Noteholder participating in an Offer will represent that it is not
located in the United States and is not participating in such Offer from the
United States or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to participate
in such Offer from the United States. For the purposes of this and the above
paragraph, “United States” means United States of America, 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 of America and the District of Columbia.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum 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 authorised 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 persons in the United Kingdom who are Investment
Professionals (as defined in Article 19(5) of the Financial Services and
Markets 2000 (Financial Promotion) Order 2005 (the “Financial Promotion
Order”)) or within Article 43 of the Financial Promotion Order, or any other
persons to whom it may otherwise lawfully be made under the Financial
Promotion Order (such persons together being the “Relevant Persons”).

Insofar as the communication of this announcement, the Tender Offer Memorandum
and any other documents or materials relating to the Offers is made to or
directed at Relevant Persons, it is made to or directed at persons having
professional experience in matters relating to investments, and any investment
or investment activity to which it relates is available only to such persons
or will be engaged in only with such persons, and persons who do not have
professional experience in matters relating to investments should not rely
upon it.

Belgium

Neither this Tender Offer Memorandum nor any other documents or materials
relating to the Offers have been submitted to or will be submitted for
approval or recognition to the Belgian Financial Services and Markets
Authority (“Commission bancaire, financière et des assurances/Commissie voor
het Bank, Financie- en Assurantiewezen”) and, accordingly, the Offers may not
be made in Belgium by way of a public offering, as defined in Article 6 of the
Belgian Law of 1 April 2007 on public takeover bids (“loi relative aux offres
publiques d’acquisition/wet op de openbare overnamebiedingen”) (as amended
from time to time). Accordingly, the Offers are exclusively conducted under
private placement exceptions and the Offers may not be advertised and the
Offers will not be extended, and neither this Tender Offer Memorandum nor any
other documents or materials relating to the Offers (including any memorandum,
information circular, brochure or any similar documents) has been or shall be
distributed or made available, directly or indirectly, to any person in
Belgium other than “qualified investors”
(“investisseur qualifié/gekwalificeerde belegger”) in the meaning of
Article 10 of the Belgian Law of 16 June 2006 on public offering of securities
and admission to trading of securities on regulated markets (“loi relative aux
offres publiques d'instruments de placement et aux admissions d'instruments de
placement à la négociation sur des marchés réglementés/wet op de openbare
aanbieding van beleggingsinstrumenten en de toelating van
beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt”) (as
amended from time to time), acting on their own account. Insofar as Belgium is
concerned, this Tender Offer Memorandum has been issued only for the personal
use of the above qualified investors and exclusively for the purpose of the
Offers. Accordingly, the information contained in this Tender Offer Memorandum
may not be used for any other purpose or disclosed to any other person in
Belgium.

France

The Offers are not being made, directly or indirectly, to the public in
France. Neither this Tender Offer Memorandum nor any other documents or
offering materials relating to the Offers have been distributed or caused to
be distributed and will not be distributed or caused to be distributed to the
public in France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes fournissant
le service d’investissement de gestion de portefeuille pour compte de tiers),
(ii) qualified investors (investisseurs qualifiés), other than individuals,
acting for their own account, all as defined in, and in accordance with,
Articles L.411-2 and D.411-1 of the French Code monétaire et financier and/or
(iii) the other legal entities referred to in Articles L.341-2 1° and D.341-1
of the French Code monétaire et financier, are eligible to participate in the
Offer. This Tender Offer Memorandum has not been and will not be submitted to
the clearance procedures (visa) of nor approved by the Autorité des marchés
financiers.

Italy

None of the Offers, this Tender Offer Memorandum or any other document or
materials relating to the Offers have been or will be submitted to the
clearance procedures of the Commissione Nazionale per le Società e la Borsa
(the “CONSOB”) pursuant to Italian laws and regulations. The Offers are being
carried out in Italy as exempted offers pursuant to article 101-bis, paragraph
3-bis of Legislative Decree No. 58 of 24 February 1998, as amended (the
“Consolidated Financial Act”) and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended. .Holders or beneficial owners
of the Notes that are resident or located in Italy can tender Notes for
purchase through authorized persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in Italy in
accordance with the Consolidated Financial Act, CONSOB Regulation No. 16190 of
29 October 2007, as amended, and Legislative Decree No. 385 of 1 September
1993, as amended) and in compliance with any other applicable laws and
regulations and with any requirements imposed by CONSOB or any other Italian
authority.

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.

Contact:

Citigroup Inc.
Jeffrey French, +44 207 500 8304
Jeffrey.french@citi.com
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