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.” Each of the Offers with respect to each series of Notes listed under “Fixed Spread Offers” in the table below is being made on a fixed spread basis (each, a “ Fixed Spread Offer” and, collectively, the “ Fixed Spread Offers”), and each of the Offers with respect to each series of Notes listed under “Fixed Price Offers” in the table below is being made on a fixed price basis (each, a “ Fixed Price Offer” and, collectively, the “ Fixed Price Offers”). The Notes have an aggregate principal amount outstanding of approximately $18,436,573,000 as of November 21, 2012.
These Offers, currently totaling up to $910,000,000, 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.
|Fixed Spread Offers|
|Exchange||Amount||Series||Reference U.S.||Reference||Early Tender||
Title of Security
|CUSIP / ISIN||Listing||Outstanding||Tender Cap||Treasury Security||page||
|6.500% Senior Notes due 2013||172967EU1 / US172967EU16||Luxembourg Stock Exchange||$2,612,299,000||$125,000,000||0.250% Treasury due 10/31/2014||FIT1||$30||35|
|6.000% Senior Notes due 2013||172967FE6 / US172967FE64||Luxembourg Stock Exchange||$1,805,000,000||$100,000,000||0.250% Treasury due 10/31/2014||FIT1||$30||45|
|5.125% Senior Notes due 2014||172967CK5 / US172967CK51||Luxembourg Stock Exchange||$1,565,000,000||$150,000,000||0.250% Treasury due 10/31/2014||FIT1||$30||65|
|5.500% Senior Notes due 2014||172967EZ0 / US172967EZ03||Luxembourg Stock Exchange||$1,952,000,000||$25,000,000||0.250% Treasury due 10/31/2014||FIT1||$30||105|
|6.010% Senior Notes due 2015||172967FA4 / US172967FA43||Luxembourg Stock Exchange||$1,718,491,000||$25,000,000||0.375% Treasury due 11/15/2015||FIT1||$30||100|
|4.750% Senior Notes due 2015||172967FD8 / US172967FD81||Luxembourg Stock Exchange||$2,365,809,000||$25,000,000||0.375% Treasury due 11/15/2015||FIT1||$30||105|
|4.700% Senior Notes due 2015||172967CY5 / US172967CY55||Luxembourg Stock Exchange||$724,000,000||$10,000,000||0.375% Treasury due 11/15/2015||FIT1||$30||105|
|4.587% Senior Notes due 2015||172967FH9/ US172967FH95||Luxembourg Stock Exchange||$1,830,000,000||$25,000,000||0.375% Treasury due 11/15/2015||FIT1||$30||115|
|5.300% Senior Notes due 2016||172967DE8 / US172967DE82||Luxembourg Stock Exchange||$961,376,000||$25,000,000||0.750% Treasury due 10/15/2017||FIT1||$30||90|
|Fixed Price Offers|
|Exchange||Amount||Series||Total||Tender Offer||Early Tender|
|Title of Security||CUSIP / ISIN||Listing||Outstanding||Tender Cap||
|Floating Rate Senior Notes due 2013||172967FG1 / US172967FG13||Luxembourg Stock Exchange||$1,392,685,000||$150,000,000||$1,011.25||$981.25||$30|
|Floating Rate Senior Notes due January 2014||172967FL0 / US172967FL08||Luxembourg Stock Exchange||$979,913,000||$150,000,000||$1,012.50||$982.50||$30|
|Floating Rate Senior Notes due April 2014||172967FQ9 / US172967FQ94||Luxembourg Stock Exchange||$530,000,000||$100,000,000||$1,007.50||$977.50||$30|
|(1)||Expressed in U.S. dollars per $1,000 principal amount of the Notes. We will also pay accrued and unpaid interest to, but not including, the applicable Settlement Date (as defined below). The Early Tender Premium (as define below) is included in the Total Consideration.|
The Offers are being made pursuant to the offer to purchase, dated November 21, 2012 (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 December 19, 2012, 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 December 5, 2012, 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 with respect to the Fixed Price Offer or calculated in the manner set forth in the Offer to Purchase with respect to the Fixed Spread Offers (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 subject to the Fixed Spread Offers will be calculated at 2:00 p.m., New York City time, on December 6, 2012.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 December 5, 2012, 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.
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