Citigroup Announces Upsizing of Offers to Purchase Four Series of Outstanding Notes

Citigroup Announces Upsizing of Offers to Purchase Four Series of Outstanding Notes

NEW YORK--(BUSINESS WIRE)-- Citigroup Inc. ("Citigroup") announced today that it has increased the maximum aggregate principal amount of Notes that it will accept for purchase (the "Overall Tender Cap") pursuant to its previously announced cash tender offers (each, an "Offer" and, collectively, the "Offers") with respect to each series of notes listed in the tables below (the "Notes"), from US$400,000,000 to US$650,000,000.

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.


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The following table sets forth the Notes that are subject to the Offers as well as the aggregate principal amounts of Notes that were validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on May 30, 2013 (the "Early Tender Date").

Any and All Offers

Title of Security ISIN /
Common Code
 Exchange
Listing
 Principal Amount Outstanding Tender Offer Consideration(1) Early Tender
Premium(1)
 Total Consideration(1)(2) 

Aggregate Principal

Amount Tendered as of

5:00 p.m. New York City


Time, May 30, 2013

 
6.393% Subordinated Notes due 2023XS0350626965 /
035062696
Luxembourg Stock ExchangeEUR600,000EUR1,210.00EUR30.00EUR1,240.00EUR600,000
 
Title of Security CUSIP / ISIN Exchange
Listing
 Principal Amount Outstanding Reference Canadian Government Security Bloomberg Reference Page Early Tender Premium(3) Fixed Spread (basis points) 

Aggregate Principal

Amount Tendered as of

5:00 p.m. New York City


Time, May 30, 2013

5.365% Subordinated Notes due 2036172967DJ7 /
CA172967DJ71
C$400,000,0005.000% Government of Canada Bond Due June 1, 2037FIT CAN0-50C$30.00255 bpC$171,507,000
 

Waterfall Tender Offers

Title of Security CUSIP / ISIN Exchange
Listing
 Principal Amount Outstanding Acceptance Priority Level Reference U.S.
Treasury Security
 Bloomberg Reference Page Early Tender Premium(4) Fixed Spread (basis points) 

Aggregate Principal

Amount Tendered as of

5:00 p.m. New York City


Time, May 30, 2013

5.875% Senior Notes due 2037172967EC1 /
US172967EC18
Luxembourg Stock ExchangeUS$946,330,00013.125% Treasury due February 15, 2043FIT1US$30.00125 bpUS$319,630,000
 
5.850% Senior Notes due 2034172967CT6 / US172967CT60Luxembourg Stock ExchangeUS$700,120,00023.125% Treasury due February 15, 2043FIT1US$30.00120 bpUS$122,874,000
 

(1) Per EUR1,000 principal amount.
(2) The Total Consideration is inclusive of the Early Tender Premium.
(3) Per C$1,000 principal amount. The Early Tender Premium is included in the Total Consideration.
(4) Per US$1,000 principal amount. The Early Tender Premium is included in the Total Consideration.

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 Early Tender Date for the Offers has now passed. Holders of Notes that were validly tendered prior to such time pursuant to the Offers and are 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. Holders of Notes that are validly tendered after such time 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 Expiration Date for the Offers continues to be 11:59 p.m., New York City time, on June 13, 2013 (unless extended or earlier terminated). The Settlement Date is expected to occur promptly thereafter on June 18, 2013.

The Total Consideration with respect to each series of Notes subject to the Waterfall Tender Offers and the Offer for Notes denominated in Canadian dollars will be calculated based on the yield of the applicable reference U.S. Treasury security or reference Canadian Government security as of 2:00 p.m., New York City time, on May 31, 2013, (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the "Price Determination Date"), using a fixed spread pricing formula, as described in the Offer to Purchase.

Citigroup will accept all Notes validly tendered pursuant to the Any and All Offers, subject to the terms and conditions of the applicable Offer. Pursuant to the Waterfall Tender Offers, subject to the terms and conditions of the applicable Offer, Citigroup will accept for purchase in the order indicated by the Acceptance Priority Level shown in the tables above (starting at the lowest numerical value first). However, if the aggregate principal amount of the Notes validly tendered in all Offers exceeds the Overall Tender Cap, as amended by this press release, based on U.S. dollar exchange rates as described in the Offer to Purchase, then, subject to the terms and conditions of the applicable Offer, Citigroup will accept, on a pro rata basis, the Notes tendered in the Waterfall Tender Offers, as described in the Offer to Purchase. As a result of the increase in the Overall Tender Cap, if no additional Notes are validly tendered pursuant to the Offers, Citigroup anticipates that all Notes validly tendered to date pursuant to the Offers would be accepted for purchase, subject to the terms and conditions of the Offers.

Aside from the increase in the Overall Tender Cap, all other terms and conditions of the Offers remain unchanged.

The Withdrawal Date (May 30, 2013) for the Offers has now passed. Notes already tendered pursuant to the Offers may no longer be withdrawn, and any other Notes tendered prior to the Expiration Date may not be withdrawn.

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 and, in the case of U.S. dollar denominated Notes, to potential proration. 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 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.

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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 and successful completion of the Offers (including the satisfaction of the conditions described in the Offers to Purchase), the possible 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.



Media:
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Shannon Bell, 212-793-6206
or
Investors:
Susan Kendall, 212-559-2718
or
Fixed Income Investors:
Peter Kapp, 212-559-5091

KEYWORDS:   United States  North America  Canada  New York

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