Citigroup Inc. (“Citigroup”) announced today the
expiration and final tender results of its previously announced
cash tender offers (each, an “Offer” and, collectively, the
“Offers”) with respect to each series of notes listed in the
table below (the “Notes”).
These Offers, in which Notes totaling approximately U.S. $2.34
billion are being accepted, are consistent with Citigroup’s
liability management strategy, and reflect its ongoing efforts to
enhance the efficiency of its funding and capital structure. Since
2013, Citigroup redeemed or retired U.S. $22.7 billion of
securities, excluding exchanged securities, of which U.S. $0.5
billion was redeemed or retired in 2015, 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.
The final Settlement Date (the “Final Settlement Date”) is
expected to occur on April 1, 2015 for all series of Notes.
As the Expiration Date for the Offers was March 27, 2015, the
deadline for tendering Notes pursuant to the Offers has now passed.
On the Early Tender Date, Citigroup accepted an aggregate principal
amount of U.S. $1.96 billion of the 3.953% Senior Notes due 2016
and the 1.700% Senior Notes due 2016, equal to the relevant Maximum
Series Tender Cap of each series of such Notes as previously
upsized by Citigroup, and purchased such Notes on the Early
Settlement Date. The Holders of such Notes that validly tendered
their Notes on or prior to the Early Tender Date received the
applicable Total Consideration, inclusive of the Early Tender
Premium, plus accrued and unpaid interest to, but not including,
the Early Settlement Date. Because the aggregate principal amount
of such Notes accepted for purchase on the Early Settlement Date
equaled the upsized Maximum Series Tender Cap for each series of
Notes, Citigroup did not accept for purchase any additional such
Notes tendered after the Early Tender Date. Any of the 3.953%
Senior Notes due 2016 or the 1.700% Senior Notes due 2016 that were
tendered after the Early Tender Date and on or prior to the
Expiration Date will be returned to the Holders of such Notes.
On the Early Tender Date, Citigroup accepted an aggregate
principal amount of U.S. $368 million of the 4.587% Senior Notes
due 2016 and the 5.850% Senior Notes due 2016 and purchased such
Notes on the Early Settlement Date. Because the aggregate principal
amount of such Notes accepted for purchase on the Early Settlement
Date did not exceed the applicable Maximum Series Tender Cap,
Citigroup has accepted all such Notes validly tendered after the
Early Tender Date, but on or prior to the Expiration Date. Holders
of these Notes are entitled to receive the applicable Tender Offer
Consideration which is equal to the Total Consideration applicable
to such Notes less the Early Tender Premium, plus accrued and
unpaid interest to, but not including, the Final Settlement
Date.
The following table sets forth the aggregate principal amount of
each series of Notes that were validly tendered and accepted for
purchase on or prior to the Expiration Date.
Title of Security
CUSIP / ISIN
ExchangeListing
PrincipalAmountOutstanding
RevisedMaximum
SeriesTender Cap
AggregatePrincipal
AmountTendered Pursuantto the Offer
AggregatePrincipal
AmountAccepted Pursuantto the Offer
4.587% Senior Notes due2015
172967FH9/US172967FH95
LuxembourgStockExchange
$926,664,000 $200,000,000 $57,800,000 $57,800,000
3.953% Senior Notes due2016
172967FS5/US172967FS50
LuxembourgStockExchange
$1,833,000,000 $975,996,000 $976,027,000 $975,996,000
1.700% Senior Notes due2016
172967GW5/US172967GW53
LuxembourgStockExchange
$1,500,000,000 $988,135,000 $988,483,000 $998,135,000
5.850% Senior Notes due2016
172967DQ1/US172967DQ13
LuxembourgStockExchange
$1,055,000,000 $325,000,000 $311,433,000 $311,433,000
The Offers were made pursuant to the offer to purchase dated
March 2, 2015 (as amended or supplemented through the Expiration
Date, the “Offer to Purchase”), and the related letter of
transmittal (as amended or supplemented through the Expiration
Date, the “Letter 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.
Citigroup retained its affiliate, Citigroup Global Markets Inc.,
to serve as the sole dealer manager for the Offers. Global
Bondholder Services Corporation was retained to serve as the
depositary and information agent with respect to the Notes. Copies
of the Offer to Purchase and Letter of Transmittal may be obtained
at no charge from Global Bondholder Services Corporation.
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 made the Offers only by,
and pursuant to the terms of, the Offer to Purchase and the related
Letter of Transmittal. The Offers have not been made to (nor have
tenders of Notes been 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
high net worth companies, and other persons to whom it may lawfully
be communicated in accordance with Article 49(2)(a) to (d) of 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 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 2014 Annual Report on Form
10-K.
Citigroup Inc.Media:Mark Costiglio, 212-559-4114or Kamran
Mumtaz, 212-793-7682orInvestors:Susan Kendall, 212-559-2718orFixed
Income Investors:Peter Kapp, 212-559-5091
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