Citigroup Inc. Announces Offers to Purchase Seven Series of Outstanding Notes

  Citigroup Inc. Announces Offers to Purchase Seven Series of Outstanding
  Notes

Business Wire

NEW YORK -- August 14, 2013

Citigroup Inc. (“Citigroup”) today announced the commencement of offers to
purchase for cash certain of its notes of the series set forth in the table
below (each offer with respect to any series set forth in the table below, an
“Offer” and, collectively, the “Offers”). We refer to our offer to purchase
each series of Notes as an “Offer” and collectively as the “Offers.” The Notes
have an aggregate principal amount outstanding of approximately $11.5 billion
as of August 13, 2013.

These Offers, currently totaling up to $ 3,070,000,000, are consistent with
Citigroup’s liability management strategy, and reflect its ongoing efforts to
enhance the efficiency of its funding and capital structure. Since the
beginning of 2012, Citigroup has retired approximately US $25 billion of
senior debt, subordinated debt, preferred and trust preferred securities,
reducing Citigroup’s overall funding costs and efficiently deploying its ample
liquidity. Citigroup will continue to consider opportunities to redeem or
repurchase securities, based on several factors, including without limitation,
the economic value, potential impact on Citigroup’s net interest margin and
borrowing costs, the overall remaining tenor of Citigroup’s debt portfolio, as
well as overall market conditions.

                                                                                         
                                        Principal        Maximum        Reference    Bloomberg   Fixed
Title of   CUSIP / ISIN    Exchange     Amount           Series         U.S.         Reference   Spread
Security                   Listing      Outstanding      Tender         Treasury     page        (basis
                                                         Cap            Security                 points)
6.375%                     Luxembourg                                   0.500%
Notes      172967 EY 3 /   Stock        $2,325,450,000   $510,000,000   Treasury     FIT4        40
due 2014   US172967EY38    Exchange                                     due
                                                                        08/15/2014
                                                                                                 
5.500%                     Luxembourg                                   0.250%
Notes      172967 EZ 0 /   Stock        $1,927,004,000   $580,000,000   Treasury     FIT1        45
due 2014   US172967EZ03    Exchange                                     due
                                                                        07/31/2015
                                                                                                 
6.010%                     Luxembourg                                   0.250%
Notes      172967 FA 4 /   Stock        $1,693,491,000   $275,000,000   Treasury     FIT1        65
due 2015   US172967FA43    Exchange                                     due
                                                                        07/31/2015
                                                                                                 
           172967 FD 8/
4.750%     US172967FD81    Luxembourg                                   0.250%
Notes      172967 FJ 5/    Stock        $2,185,809,000   $655,000,000   Treasury     FIT1        65
due 2015   USU172967FJ51   Exchange                                     due
           U17406 GU 4/                                                 07/31/2015
           USU17406GU47
                                                                                                 
5.850%                     Luxembourg                                   2.875%
Notes      172967 CT 6 /   Stock        $542,526,000     $165,000,000   Treasury     FIT1        120
due 2034   US172967CT60    Exchange                                     due
                                                                        05/15/2043
                                                                                                 
5.875%                     Luxembourg                                   2.875%
Notes      172967 EC 1 /   Stock        $618,728,000     $185,000,000   Treasury     FIT1        125
due 2037   US172967 EC18   Exchange                                     due
                                                                        05/15/2043
                                                                                                 
6.875%                     Luxembourg                                   2.875%
Notes      172967 EP 2/    Stock        $2,238,746,000   $700,000,000   Treasury     FIT1        130
due 2038   US172967 EP21   Exchange                                     due
                                                                        05/15/2043
                                                                                                 

The Offers are being made pursuant to the offer to purchase, dated August 14,
2013 (the “Offer to Purchase, ” as may be amended or supplemented from time to
time), and the related letter of transmittal (the “Letter of Transmittal,” as
may be amended or supplemented from time to time) which set forth in more
detail the terms and conditions of the Offers.

The Offers will expire at 11:59 p.m., New York City time, on September 11,
2013, unless extended or earlier terminated (such date and time, as the same
may be extended with respect to the Offers, the “Expiration Date”). Subject to
the terms and conditions set forth in the Offer to Purchase, Holders of Notes
that are validly tendered on or prior to 5:00 p.m., New York City time, on
August 27, 2013, unless extended (such date and time with respect to an Offer,
as the same may be extended with respect to such Offer, the “Early Tender
Date”) and accepted for purchase shall be entitled to receive the total
consideration indicated in the table above calculated in the manner set forth
in the Offer to Purchase (the “Total Consideration”), which includes an early
tender premium of $30.00 per $1,000 principal amount of Notes of each series
accepted for purchase (the “Early Tender Premium”). The Total Consideration
with respect to each series of Notes will be calculated in accordance with
standard market practice, as described in the Offer to Purchase, that equates
to a yield to maturity equal to the applicable fixed spread specified for each
such series of Notes over the applicable yield, which shall be based on the
bid-side price of the applicable U.S. Treasury Security at 2:00 p.m., New York
City time, on August 28, 2013 (subject to certain exceptions set forth in the
Offer to Purchase, such time and date, as the same may be extended).

Subject to the terms and conditions set forth in the Offer to Purchase,
Holders of a series of Notes that are validly tendered after the Early Tender
Date but before the Expiration Date and accepted for purchase will receive
only the applicable tender offer consideration, which is equal to the Total
Consideration applicable to that series of Notes minus the Early Tender
Premium (the “Tender Offer Consideration”).

Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City
time, on August 27, 2013, unless extended (such date and time with respect to
an Offer, as the same may be extended with respect to such Offer, the
“Withdrawal Date”), but not thereafter.

Citigroup is offering to purchase up to an aggregate principal amount of each
series of Notes equal to the Maximum Series Tender Cap set forth in the table
above. If the aggregate principal amount of Notes of any series validly
tendered in an Offer exceeds the Maximum Series Tender Cap for such series,
then, subject to the terms and conditions of the Offers, Citigroup will accept
tendered Notes of such series on a pro rata basis as described in the Offer to
Purchase.

Payment for Notes tendered prior to the Expiration Date and accepted for
purchase will be made on the settlement date, which is anticipated to be
September 16, 2013 (such date, unless the Offers are extended, the “Settlement
Date”). Payment for purchased Notes will include accrued and unpaid interest
from, and including, the last interest payment date for the Notes up to, but
not including the Settlement Date.

Subject to applicable law, Citigroup may increase the Maximum Series Tender
Cap for one or more series of Notes at any time prior to the Settlement Date.
Such increase need not be made equally or on a pro rata basis among the
Maximum Series Tender Caps for all series of Notes.

The obligation of Citigroup to accept for purchase, and to pay the Tender
Offer Consideration or the Total Consideration, as the case may be, 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 Offer to Purchase, including the condition that Holders
validly tender an aggregate principal amount of each series of Notes equal to
the Maximum Series Tender Cap applicable to each such series of Notes (the
“Minimum Tender Condition”). Citigroup reserves the right, in its sole
discretion, to waive any one or more of the conditions, including the Minimum
Tender Condition, at any time.

Citigroup has retained its affiliate Citigroup Global Markets Inc. to serve as
the dealer manager for the Offers. Global Bondholder Services Corporation has
been retained to serve as the depositary and information agent with respect to
the Notes.

For additional information regarding the terms of the Offers, please contact
Citigroup Global Markets Inc. at either (800) 558-3745 (toll free) or (212)
723-6106. Requests for documents and questions regarding the tender of Notes
may be directed to Global Bondholder Services Corporation at (866) 807- 2200
(toll free) or (212) 430-3774 (collect).

The Offer to Purchase and related Letter of Transmittal are expected to be
distributed to holders of Notes and published on the website of the Luxembourg
Stock Exchange (www.bourse.lu) beginning August 14, 2013. Copies of the Offer
to Purchase and the Letter of Transmittal may also be obtained at no charge
from Global Bondholder Services Corporation.

None of Citigroup, its boards of directors, the dealer manager, the depository
or the information agent makes any recommendation as to whether any holder of
the Notes should tender or refrain from tendering all or any portion of the
principal amount of the Notes.

This press release is neither an offer to purchase nor a solicitation to buy
any of these Notes nor is it a solicitation for acceptance of any of the
Offers. Citigroup is making the Offers only by, and pursuant to the terms of,
the Offer to Purchase and the related Letter of Transmittal. The Offers are
not being made to (nor will tenders of Notes be accepted from or on behalf of)
holders of Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other laws of such
jurisdiction. This announcement must be read in conjunction with the Offer to
Purchase and, where applicable, the related Letter of Transmittal.

United Kingdom. The communication of the Offer to Purchase 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 authorized 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 those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”) or within Article 43(2) of the Order, or to other persons to whom it
may lawfully be communicated in accordance with the Order.

Citigroup, the leading global bank, has approximately 200 million customer
accounts and does business in more than 160 countries and jurisdictions.
Citigroup 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.

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 Offers to Purchase), the
possible amendment, extension or abandonment of one or more of the Offers, and
Citigroup’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 those contained in Citigroup’s filings
with the U.S. Securities and Exchange Commission, including without limitation
the “Risk Factors” section of Citigroup’s 2012 Annual Report on Form 10-K.

Contact:

Citigroup
Media:
Mark Costiglio, 212-559-4114
or
Shannon Bell, 212-793-6206
or
Investors:
Susan Kendall, 212-793-1298
or
Fixed Income Investors:
Peter Kapp, 212-559-5091
 
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