Citigroup Inc. Announces Clearing Spreads and Indicative Tender Results

  Citigroup Inc. Announces Clearing Spreads and Indicative Tender Results

Business Wire

LONDON -- February 21, 2013

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 14 February 2013, Citigroup Inc. (the “Company”) announced its invitation
to eligible holders (the “Noteholders”) of its notes denominated in British
pounds sterling (the “Sterling Notes”) and 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”), as set forth in the
table below.

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

The Offers expired at 4:00 p.m. (London time) on 20 February 2013. The Company
hereby announces that it intends to accept for purchase an aggregate
U.S.-dollar equivalent nominal amount of approximately $440 million, which
will be split as follows: (i) approximately £48 million in nominal amount of
£2018 Notes validly tendered at a purchase spread at or above 154 bps in full;
(ii) approximately £138 million in aggregate nominal amount of £2030 Notes and
£2038 Notes validly tendered at the relevant Sterling Maximum Purchase Spread
in full; and (ii) approximately €115 million in nominal amount of Euro Notes
validly tendered at the Euro Maximum Purchase Spread in full. The Clearing
Spread over the relevant Benchmark Security Rate or the Interpolated Euro
Mid-Swap Rate (as applicable) in respect of each Series of Notes has
accordingly been set at the spreads specified in the table below.

                                Outstanding                              Indicative
Title of Notes  ISIN                        Benchmark              Series
                                Nominal                                  Acceptance
                                Amount                                   Amount
                                                              Sterling
Sterling Offer                                             Clearing   
                                                              Spread
£750,000,000                                   5.00% U.K.
7.625% Fixed     XS0355738799   £497,615,000   Treasury       154 bps    Approximately
Rate Notes due                                 Gilt due                  £48 million
2018                                           March 2018
                                               4.75% U.K.
£400,000,000                                   Treasury                  Approximately
6.5% Senior      XS0116066449   £251,565,000   Gilt due       140 bps    £82 million
Notes due 2030                                 December
                                               2030
                                               4.75% U.K.
£800,000,000                                   Treasury                  Approximately
6.8% Senior      XS0372391945   £535,073,000   Gilt due       145 bps    £56 million
Notes due 2038                                 December
                                               2038
                                                              Euro
Euro Offer                                                 Clearing   
                                                              Spread
€1,500,000,000                                 Interpolated
7.375% Fixed                                   Euro                      Approximately
Rate Notes due   XS0433943718   €902,490,000                  10 bps     €115 million
2014                                           Mid-Swap
                                               Rate

Pricing will take place at or around 2:00 p.m. (London time) today 21 February
2013 (the “Pricing Time”). As soon as reasonably practicable after the Pricing
Time, the Company will announce its final decision as to whether it will
accept valid tenders of each Series of Notes for purchase pursuant to the
Offers and, if so accepted, (i) the final Series Acceptance Amount and any
Scaling Factor, (ii) the Interpolated Euro Mid-Swap Rate or the relevant
Benchmark Security Rate (as applicable); and (iii) the Purchase Yield and
Purchase Price for each Series of Notes accepted for purchase.

The Settlement Date for the Offers is expected to be 28 February 2013.

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. For any
questions regarding the tender of Notes, please contact 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.

                                     ###

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.

About Citi

Citi, the leading global financial services company, 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, transaction services, and wealth management.

Additional information may be found at www.citigroup.com | Twitter: @Citi |
YouTube: www.youtube.com/citi | Blog: http://new.citi.com | Facebook:
www.facebook.com/citi | LinkedIn: www.linkedin.com/company/citi

Contact:

Citi
Jeffrey French
jeffrey.french@citi.com
+44(0)207 500 8304
 
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