Citigroup Announces Expiration And Final Tender Results Of Offers To Purchase Seven Series Of Outstanding Notes

Citigroup Inc. (“ Citigroup”) announced today the expiration and final tender results of the previously announced cash tender offers (each, an “ Offer” and, collectively, the “ Offers”) by Citigroup and its wholly-owned subsidiary Associates First Capital Corporation (“ Associates”) with respect to each series of notes listed in the tables below (the “ Notes”).

These Offers reflect Citigroup’s continued robust liquidity position and are consistent with its recent liability management initiatives. Year-to-date, Citigroup has decreased its outstanding long-term debt by approximately $11.9 billion through these initiatives, including the previously announced redemptions of trust preferred securities and assuming the completion of these Offers. 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.

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The Expiration Date (September 14, 2012) for Notes validly tendered pursuant to the Offers has now passed. Notes that were validly tendered prior to the previously announced Early Tender Date (August 30, 2012) pursuant to the Offers and accepted for purchase will be entitled to receive the applicable Total Consideration, which is inclusive of the Early Tender Premium, plus accrued and unpaid interest to, but not including, the Settlement Date for such Notes. Notes that were validly tendered after the Early Tender Date but prior to the Expiration Date pursuant to the Offers and accepted for purchase will be entitled to receive the Tender Offer Consideration, which equals the Total Consideration minus the Early Tender Consideration, plus accrued and unpaid interest to, but not including, the Settlement Date for such Notes. The Settlement Date is expected to occur on September 18, 2012.

Because the aggregate principal amount of Notes of any series validly tendered in an Offer exceeds the Maximum Series Tender Cap for such series, subject to the terms and conditions of the Offers, Citigroup or Citigroup and Associates, as the case may be, have accepted tendered Notes of such series on a pro rata basis as described in the Offer to Purchase. The following table sets forth the Notes that are subject to the Offers, the aggregate principal amount of each series of Notes that was validly tendered and not validly withdrawn prior to the Expiration Date, the aggregate principal amount of each such series that was accepted for purchase and the approximate proration factor for each such series.

Fixed Spread Offers
Title of Security(1)     CUSIP / ISIN     ExchangeListing    

Principal

Amount

Outstanding
   

Maximum

Series Tender

Cap
   

Aggregate Principal

Amount Tendered

Pursuant to the Offers
   

Aggregate Principal

Amount Accepted

Pursuant to the Offers(2)
   

Approximate

proration factor
 
5.125% Senior Notes due 2014

172967CK5 /

US172967CK51

Luxembourg

Stock Exchange
$1,740,000,000 $175,000,000 $470,355,000 $175,000,000 37.2%
 
6.000% Senior Notes due 2017

172967EH0 /

US172967EH05

Luxembourg

Stock Exchange
$1,930,000,000 $405,480,000 $412,855,000 $405,480,000 98.2%
 
6.125% Senior Notes due 2018

172967ES6 /

US172967ES69

Luxembourg

Stock Exchange
$2,927,000,000 $405,000,000 $586,112,000 $404,992,000 69.1%
 
6.950% Senior Notes due 2018

046003JU4 /

US046003JU47

Luxembourg

Stock Exchange
$1,000,000,000 $50,000,000 $140,346,000 $50,000,000 35.6%
 
8.500% Senior Notes due 2019

172967EV9 /

US172967EV98

Luxembourg

Stock Exchange
$2,975,000,000 $100,000,000 $641,616,000 $100,000,000 15.6%
 
5.850% Senior Notes due 2034

172967CT6 /

US172967CT60

Luxembourg

Stock Exchange
$995,120,000 $295,000,000 $457,393,000 $295,000,000 64.5%
 
Fixed Price Offer
Title of Security(1)     CUSIP / ISIN     ExchangeListing    

Principal

Amount

Outstanding
   

Maximum

Series Tender

Cap
   

Aggregate Principal

Amount Tendered

Pursuant to the Offers
   

Aggregate Principal

Amount Accepted

Pursuant to the Offers(2)
   

Approximate

proration factor
 
Floating Rate Senior Notes due 2014

172967FQ9 /

US172967FQ94

Luxembourg

Stock Exchange
$750,000,000 $220,000,000 $327,101,000 $220,000,000 67.3%
 
        (1)     All series of Notes except for the 6.950% Senior Notes due 2018 have been issued by Citigroup. The 6.950% Senior Notes due 2018 have been issued by Associates.
(2) Reflects the results of rounding upon the terms and conditions described in the Offer to Purchase.
 

The Offers were made pursuant to the offer to purchase dated August 9, 2012 (the “ Offer to Purchase,” as amended or supplemented through the Expiration Date), and the related letter of transmittal (the “ Letter of Transmittal,” as amended or supplemented through the Expiration Date) 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 and Associates retained their affiliate Citigroup Global Markets Inc. to serve as the dealer manager for the Offers. Global Bondholder Services Corporation was retained to serve as the depositary and information agent with respect to the Notes.

The Offer to Purchase and related Letter of Transmittal were first distributed to holders of Notes on August 9, 2012 and published on the website of the Luxembourg Stock Exchange ( www.bourse.lu) on August 23, 2012.

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 or Citigroup and Associates, as the case may be, made the Offers only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The Offers were not made to (nor were tenders of Notes 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.

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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 of the Offers and Citigroup’s continued 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 2011 Annual Report on Form 10-K.

Copyright Business Wire 2010

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