Citigroup Inc. Announces the Reference Yields and Total Consideration for Fixed Spread Offers

Citigroup Inc. Announces the Reference Yields and Total Consideration for Fixed Spread Offers

NEW YORK--(BUSINESS WIRE)-- Citigroup Inc. ("Citigroup") announced today the applicable Reference Yield and Total Consideration for the previously announced cash tender offers (each, an "Offer" and, collectively, the "Offers") with respect to each series of Notes subject to the "Fixed Spread Offers" listed in the table below.

These Offers 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$22.7 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.

The Offers are being made pursuant to the offer to purchase dated May 16, 2013 (as may be amended or supplemented from time to time, the "Offer to Purchase"), and the related letters of transmittal (as 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. Capitalized terms used but not otherwise defined in this announcement shall have the meaning given to them in the Offer to Purchase.

The Total Consideration and Tender Offer Consideration for each series of Notes subject to the Fixed Spread Offers were determined based on the relevant Reference Yield as of 2:00 p.m., New York City time, on May 31, 2013, in accordance with the terms set forth in the Offer to Purchase by reference to the relevant Fixed Spread and the relevant reference Canadian government security or U.S. Treasury security as follows:

 Fixed Spread Offers
Canadian Dollar Denominated  
Title of Security  CUSIP / ISINReference Canadian Government Security  Bloomberg Reference Page  Reference Yield  Fixed Spread (basis points)  Tender Offer Consideration(1)(2)  

Early Tender Premium(1)

  Total Consideration(1)
5.365% Subordinated Notes due 2036172967DJ7 /
5.000% Government of Canada Bond Due June 1, 2037FIT CAN0-502.671%255C$988.94C$30.00C$1,018.94
US Dollar Denominated
Title of Security  CUSIP / ISINReference U.S. Treasury SecurityBloomberg Reference PageReference YieldFixed Spread (basis points)Tender Offer Consideration(2)(3)Early Tender Premium(3)Total Consideration(3)
5.875% Senior Notes due 2037172967EC1 /
3.125% Treasury due February 15, 2043FIT13.319%125US$1,158.92US$30.00US$1,188.92
5.850% Senior Notes due 2034172967CT6 / US172967CT603.125% Treasury due February 15, 2043FIT13.319%120US$1,151.74US$30.00US$1,181.74
(1)Per C$1,000 principal amount.
(2)The Tender Offer Consideration is equal to the Total Offer Consideration minus the Early Tender Premium.
(3)Per US$1,000 principal amount.

The applicable Total Consideration, together with Accrued Interest, will be paid to Holders of Notes that were validly tendered on or prior to previously announced Early Tender Date of 5:00 p.m., New York City time, on May 30, 2013 and are accepted for purchase. Holders of Notes that are validly tendered after the Early Tender Date and accepted for purchase will receive the applicable Tender Offer Consideration for such series of Notes, which is equal to the applicable Total Consideration minus the applicable Early Tender Premium. The Fixed Spread Offers in respect of the U.S. dollar denominated Notes are subject to an acceptance priority and possible proration, as described in the Offer to Purchase.

The obligation of Citigroup to accept for purchase, and to pay the Tender Offer Consideration or the Total Consideration, as the case may be, 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. Citigroup reserves the right, in its sole discretion, to waive any one or more of the conditions at any time.

Citigroup has retained its affiliate, Citigroup Global Markets Inc., to serve as the lead dealer manager for the Offers. Global Bondholder Services Corporation has been retained to serve as the depositary and information agent with respect to the U.S. Dollar Notes and EUR Notes. Kingsdale Shareholder Services Inc. has been retained to serve as the depositary and information agent with respect to the CAD Notes.

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 documents and questions regarding the tender of U.S. Dollar Notes or EUR Notes may be directed to Global Bondholder Services Corporation at (866) 470-3800 (toll free) or (212) 430-3774 (collect). Requests for documents and questions regarding the tender of CAD Notes may be directed to Kingsdale Shareholder Services Inc. at (888) 518-1557 (toll free) or (416) 867-2272 (collect).

The Offer to Purchase and related Letters of Transmittal were first distributed to holders of Notes on May 16, 2013. Copies of the Offer to Purchase and the Letters of Transmittal may also be obtained at no charge from Global Bondholder Services Corporation or Kingsdale Shareholder Services Inc.

None of Citigroup, its boards of directors, the dealer managers, the depositories or the information agents makes any recommendation as to whether any Holder of the Notes subject to the Offers 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

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 Offers to Purchase), the possible further amendment, extension or abandonment of one or more 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 and Canadian securities laws. 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 2011 Annual Report on Form 10-K.

Citigroup Inc.
Mark Costiglio, 212-559-4114
Shannon Bell, 212-793-6206
Susan Kendall, 212-559-2718
Fixed Income Investors:
Peter Kapp, 212-559-5091

KEYWORDS:   United States  North America  New York


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