Pursuant to the Offers, Citigroup has accepted for purchase the aggregate principal amount of each series of Notes set forth in the table below. The table also sets forth, for each series of Notes, the aggregate principal amount that was validly tendered and, in the case of the Waterfall Tender Offers, the applicable Acceptance Priority Level.
Citigroup has increased the maximum aggregate principal amount of Notes that it will accept for purchase (the “ Overall Tender Cap”) pursuant to the Offers from US$650,000,000 to US$655,000,000, determined based on U.S. dollar exchange rates as of 2:00 p.m., New York City time, on June 12, 2013. As a result, Citigroup has accepted for purchase all Notes validly tendered pursuant to the Offers.
|Any and All Offers|
|Title of Security||ISIN / Common Code / CUSIP (as applicable)||Principal Amount Outstanding||Aggregate Principal Amount Validly Tendered and Accepted for Purchase|
|6.393% Subordinated Notes due 2023||XS0350626965 /035062696||EUR 600,000||EUR 600,000|
|5.365% Subordinated Notes due 2036||172967DJ7 /CA172967DJ71||C$400,000,000||C$171,607,000|
|Waterfall Tender Offers|
|Title of Security||CUSIP / ISIN||Principal Amount Outstanding||Acceptance Priority Level||Aggregate Principal Amount Validly Tendered||Aggregate Principal Amount Accepted for Purchase||Approximate Proration Factor|
|5.875% SeniorNotes due 2037||172967EC1 /US172967EC18||US$946,330,000||1||US$327,602,000||US$327,602,000||N/A (1)|
|5.850% SeniorNotes due 2034||172967CT6 /US172967CT60||US$700,120,000||2||US$157,594,000||US$157,594,000||N/A (1)|
|(1) "N/A" means not applicable. All validly tendered Notes were accepted for purchase.|
The Offers were made pursuant to the offer to purchase dated May 16, 2013 (as amended or supplemented through the Expiration Date, the “ Offer to Purchase”), and the related letters of transmittal (as amended or supplemented through the Expiration Date, the “ Letters of Transmittal”) which set forth in more detail the terms and conditions of the Offers. Capitalized terms used but not otherwise defined in this announcement shall have the meaning given to them in the Offer to Purchase.
Citigroup retained its affiliate, Citigroup Global Markets Inc., to serve as the lead dealer manager for the Offers. Global Bondholder Services Corporation was retained to serve as the depositary and information agent with respect to the U.S. Dollar Notes and EUR Notes. Kingsdale Shareholder Services Inc. was retained to serve as the depositary and information agent with respect to the CAD Notes.
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