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||ExchangeListing||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||ExchangeListing||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|
Subject to the terms and conditions of the Offers, Citigroup is offering to purchase an aggregate principal amount of each series of U.S. Dollar Notes up to the applicable Maximum Series Tender Cap set forth in the table above. If the aggregate principal amount of U.S. Dollar Notes of any series validly tendered exceeds the Maximum Series Tender Cap for such series, then Citigroup will accept tendered U.S. Dollar Notes of such series on a pro rata basis as described in the Offer to Purchase.Payment for Notes validly tendered prior to the Expiration Date and accepted for purchase will be made on the settlement date, which is anticipated to be June 19, 2014 (such date, unless the Offers are extended, the “ Settlement Date”). Payment for purchased Notes will include accrued and unpaid interest from, and including, the last interest payment date for the Notes up to, but not including the Settlement Date. Subject to applicable law, Citigroup may increase the Maximum Series Tender Cap for one or more series of U.S. Dollar Notes at any time prior to the Settlement Date. Such increase need not be made equally or on a pro rata basis among the Maximum Series Tender Caps for all series of U.S. Dollar Notes. The obligation of Citigroup to accept for purchase and to pay for Notes validly tendered pursuant to the Offers is subject to, and conditional upon, the satisfaction or, where applicable, waiver of a number of conditions described in the Offer to Purchase, including in the case of the U.S. Dollar Notes, the condition that Holders validly tender an aggregate principal amount of each series of U.S. Dollar Notes greater than or equal to the Maximum Series Tender Cap applicable to each such series of U.S. Dollar Notes (the “ Minimum Tender Condition”). Citigroup reserves the right, in its sole discretion to waive any one or more of the conditions, including the Minimum Tender Condition, at any time. Citigroup has retained its affiliate, Citigroup Global Markets Inc., to serve as the sole dealer manager for the Offers. Global Bondholder Services Corporation has been retained to serve as the depositary and information agent in connection with the Offers for Notes denominated in U.S. dollars. Kingsdale Shareholder Services has been retained to serve as the depositary and information agent in connection with the Offers for Notes denominated in Canadian dollars.
For additional information regarding the terms of the Offers, please contact Citigroup Global Markets Inc. at either (800) 558-3745 (toll free) or (212) 723-6106. Requests for copies of the Offer to Purchase and the applicable Letter of Transmittal, and questions regarding the tender of Notes may be directed to:(i) for Notes denominated in U.S. dollars, Global Bondholder Services Corporation at (866) 807-2200 (toll free) or (212) 430-3774 (collect); and (ii) for Notes denominated in Canadian dollars, Kingsdale Shareholder Services at (888) 518-1557 (toll free) or (416) 867-2272 (collect). None of Citigroup, its boards of directors, the dealer manager, the depositories or the information agents makes any recommendation as to whether any holder of the Notes should tender or refrain from tendering all or any portion of the principal amount of the Notes. 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 is making the Offers only by, and pursuant to the terms of, the Offer to Purchase and the related Letters of Transmittal. The Offers are not being made to (nor will tenders of Notes be 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 Letters 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. 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 and successful completion of the Offers (including the satisfaction of the conditions described in the Offer to Purchase), the possible amendment, extension or abandonment of one or more of the Offers, and Citigroup’s 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 and Canadian securities law. 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 and applicable Canadian securities regulators, including without limitation the “Risk Factors” section of Citigroup’s 2013 Annual Report on Form 10-K.