Citigroup Inc. (“ Citigroup”) today announced the commencement of offers to purchase for cash (i) any and all of its notes of the series set forth in the table below under the heading “CAD Notes,” and (ii) its notes of the series set forth in the table below under the heading “U.S. Dollar Notes” up to an aggregate principal amount with respect to each series of U.S. Dollar Notes as set forth in the table below (each, a “ Maximum Series Tender Cap”) (all such notes collectively, the “ Notes”). The offer to purchase each series of Notes is referred to as an “ Offer” and all such offers are referred to collectively as the “ Offers.” The Notes had an aggregate principal amount outstanding of approximately U.S. $6.66 billion as of May 16, 2014 (based on U.S. dollar exchange rates as of that date).
These Offers, currently totaling up to approximately U.S. $2.6 billion aggregate principal amounts of the Notes, are consistent with Citigroup's liability management strategy, and reflect its ongoing efforts to enhance the efficiency of its funding and capital structure. In 2013, Citigroup redeemed U.S. $12 billion of securities reducing Citigroup’s overall funding costs. 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, capital impact, as well as overall market conditions.
|Title of Security||CUSIP / ISIN||Exchange Listing||Principal Amount Outstanding||Reference Canadian Government Security||Bloomberg Reference Page||Early Tender Premium||Fixed Spread (basis points)|
|4.650% Subordinated Notes due 2022||172967DC2 / US172967DC27||—||C$500,000,000||1.500% Government of Canada Bond due September 1, 2017||FIT CAN0-50||C$30.00||165 bps|
|5.160% Subordinated Notes due 2027||172967EB3 / CA172967EB37||—||C$500,000,000||2.750% Government of Canada Bond due June 1, 2022||FIT CAN0-50||C$30.00||195 bps|
|U.S. Dollar Notes|
|Title of Security||CUSIP / ISIN||Exchange Listing||Principal Amount Outstanding||Maximum Series Tender Cap||Reference U.S. Treasury Security||Bloomberg Reference Page||Early Tender Premium||Fixed Spread (basis points)|
|4.750% Notes due 2015||172967FD8 / US172967FD81||Luxembourg Stock Exchange||$1,530,804,000||$770,000,000||0.250% Treasury due May 15, 2015||FIT4||US$30.00||45 bps|
|4.700% Notes due 2015||172967CY5 / US172967CY55||Luxembourg Stock Exchange||$714,000,000||$360,000,000||0.250% Treasury due May 15, 2015||FIT4||US$30.00||45 bps|
|2.250% Notes due 2015||172967GB1 / US172967GB17||Luxembourg Stock Exchange||$1,250,000,000||$375,000,000||0.375% Treasury due April 30, 2016||FIT1||US$30.00||25 bps|
|5.875% Subordinated Notes due 2033||172967BU4 / US172967BU43||Luxembourg Stock Exchange||$1,000,000,000||$150,000,000||3.625% Treasury due February 15, 2044||FIT1||US$30.00||155 bps|
|5.850% Notes due 2034||172967CT6 / US172967CT60||Luxembourg Stock Exchange||$303,949,000||$30,000,000||3.625% Treasury due February 15, 2044||FIT1||US$30.00||120 bps|
|5.875% Notes due 2037||172967EC1 / US172967EC18||Luxembourg Stock Exchange||$202,761,000||$20,000,000||3.625% Treasury due February 15, 2044||FIT1||US$30.00||125 bps|
|6.875% Notes due 2038||172967EP2 / US172967EP21||Luxembourg Stock Exchange||$742,517,000||$20,000,000||3.625% Treasury due February 15, 2044||FIT1||US$30.00||125 bps|
The Offers are being made pursuant to the offer to purchase dated May 19, 2014 (as may be amended or supplemented from time to time, the “ Offer to Purchase”), and the related letters of transmittal (as they may be amended or supplemented from time to time, the “ Letters of Transmittal”) 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 June 16, 2014, unless extended or earlier terminated (such date and time, as the same may be extended with respect to each Offer, the “ Expiration Date”).
Subject to the terms and conditions set forth in the Offer to Purchase and the Letters of Transmittal, Holders of Notes that are validly tendered on or prior to 5:00 p.m., New York City time, on June 2, 2014, 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 calculated in the manner set forth in the Offer to Purchase (the “ Total Consideration”), which includes the applicable early tender premium in the amount indicated in the table above (the “ Early Tender Premium”). The Total Consideration with respect to each series of Notes will be equal to the price, determined 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 reference yield, which shall be based on the bid-side price of the applicable Reference U.S. Treasury security or Reference Canadian Government security, as the case may be, at 2:00 p.m., New York City time, on June 3, 2014 (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “ Price Determination Date”).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 on or 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 applicable 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 June 2, 2014, 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. Subject to the terms and conditions of the Offers, Citigroup is offering to purchase any and all CAD Notes of each series set forth in the table above validly tendered pursuant to the Offers.
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