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.
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| Title of Security | | CUSIP / ISIN | | Exchange Listing | | Principal Amount Outstanding | | Maximum Series Tender Cap | | Reference U.S. Treasury Security | | Bloomberg Reference page | | Fixed Spread (basis points) |
| 6.375% Notes due 2014 | | 172967 EY 3 / US172967EY38 | | Luxembourg Stock Exchange | | $2,325,450,000 | | $510,000,000 | | 0.500% Treasury due 08/15/2014 | | FIT4 | | 40 |
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| 5.500% Notes due 2014 | | 172967 EZ 0 / US172967EZ03 | | Luxembourg Stock Exchange | | $1,927,004,000 | | $580,000,000 | | 0.250% Treasury due 07/31/2015 | | FIT1 | | 45 |
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| 6.010% Notes due 2015 | | 172967 FA 4 / US172967FA43 | | Luxembourg Stock Exchange | | $1,693,491,000 | | $275,000,000 | | 0.250% Treasury due 07/31/2015 | | FIT1 | | 65 |
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| 4.750% Notes due 2015 | | 172967 FD 8/ US172967FD81172967 FJ 5/ USU172967FJ51U17406 GU 4/ USU17406GU47 | | Luxembourg Stock Exchange | | $2,185,809,000 | | $655,000,000 | | 0.250% Treasury due 07/31/2015 | | FIT1 | | 65 |
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| 5.850% Notes due 2034 | | 172967 CT 6 / US172967CT60 | | Luxembourg Stock Exchange | | $542,526,000 | | $165,000,000 | | 2.875% Treasury due 05/15/2043 | | FIT1 | | 120 |
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| 5.875% Notes due 2037 | | 172967 EC 1 / US172967 EC18 | | Luxembourg Stock Exchange | | $618,728,000 | | $185,000,000 | | 2.875% Treasury due 05/15/2043 | | FIT1 | | 125 |
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| 6.875% Notes due 2038 | | 172967 EP 2/ US172967 EP21 | | Luxembourg Stock Exchange | | $2,238,746,000 | | $700,000,000 | | 2.875% Treasury due 05/15/2043 | | FIT1 | | 130 |
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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.
