Citigroup Inc. Announces Purchase Prices and Final Tender Results

  Citigroup Inc. Announces Purchase Prices and Final 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 accepted for purchase 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 Company hereby announces that it has accepted for purchase (i) all £2018
Notes validly tendered at a purchase spread at or above 154 bps in full; (ii)
all £2030 Notes and £2038 Notes validly tendered at the relevant Sterling
Maximum Purchase Spread in full; and (iii) all Euro Notes validly tendered at
the Euro Maximum Purchase Spread in full (as set out in the table below),
resulting in an aggregate U.S.-dollar equivalent nominal amount repurchased of
$440,956,450.90.

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 Clearing Spread and
the relevant Benchmark Security Rate or the Interpolated Euro Mid-Swap Rate
(as applicable) as follows:

              £2018 Notes    £2030 Notes    £2038 Notes    Euro Notes
ISIN            XS0355738799    XS0116066449    XS0372391945    XS0433943718
Outstanding
Nominal         £497,615,000    £251,565,000    £535,073,000    €902,490,000
Amount
Series
Acceptance      £47,726,000     £82,684,000     £55,751,000     €114,657,000
Amount
                5.00% U.K.      4.750% U.K.     4.750% U.K.     Interpolated
Benchmark       Treasury Gilt   Treasury Gilt   Treasury Gilt   Euro Mid-Swap
                due March       due December    due December    Rate
                2018            2030            2038
Benchmark
Security Rate
or
Interpolated    0.959%          2.949%          3.299%          0.471%
Euro Mid-Swap
Rate (as
applicable)
Clearing        154 bps         140 bps         145 bps         10 bps
Spread
Purchase        2.499%          4.349%          4.749%          0.571%
Yield
Purchase        124.139%        125.244%        130.020%        108.755%
Price
Accrued         6.915%          3.490%          1.214%          5.193%
Interest
Outstanding
Nominal
Amount after    £449,889,000    £168,881,000    £479,322,000    €787,833,000
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 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

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

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:

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