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 first table below, under the
heading “Any and All Notes,” (the “Any and All Notes”) and
(ii) certain of its notes of the series set forth in the second
table below, under the heading “Maximum Tender Notes,” (the
“Maximum Tender Notes”) up to an aggregate principal amount
with respect to each series of Maximum Tender Notes as set forth in
the second table below (each, a “Maximum Series Tender Cap”)
(all such notes in the first and second table collectively, the
“Notes” and each a “series” of 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.” We refer to our offer to purchase each series of
Any and All Notes as an “Any and All Offer” (and all such
offers collectively as the “Any and All Offers”) and the
offer to purchase each series of Maximum Tender Notes as a
“Maximum Tender Offer” (and all such offers collectively as
the “Maximum Tender Offers”). The Notes had an aggregate
principal amount outstanding of approximately U.S. $3.23 billion as
of July 24, 2015.
These Offers, currently totaling up to approximately
U.S. $3.23 billion aggregate principal amount 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. Since 2013, Citigroup redeemed or
retired U.S. $28.1 billion of securities, excluding exchanged
securities, of which U.S. $6.0 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.
Any and All Notes
Title of Security CUSIP / ISIN
ExchangeListing Principal Amount
Outstanding Reference Security
Bloomberg Reference page Early Tender Premium
Fixed Spread (basis points)
5.365%Subordinated Notesdue 2036
172967DJ7 /
CA172967DJ71
— C$228,393,000
5.00% Government ofCanada Bond due June1,
2037
FIT CAN0-50 C$30.00 260 bps
5.875% SeniorNotes due 2037
172967EC1 /US172967EC18
Luxembourg Stock Exchange $123,210,000
2.500% Treasury dueFebruary 15, 2045
FIT1 $30.00 150 bps
6.875% SeniorNotes due 2038
172967EP2 /US172967EP21
Luxembourg Stock Exchange $320,904,000
2.500% Treasury dueFebruary 15, 2045
FIT1 $30.00 150 bps
Maximum Tender Notes
Title of Security CUSIP / ISIN
ExchangeListing Principal Amount
Outstanding Maximum Series
Tender Cap
Reference Security Bloomberg Reference
page Early Tender Premium Fixed Spread
(basis points)
5.850% SeniorNotes due2034
172967CT6 /US172967CT60
Luxembourg Stock Exchange $213,483,000 $100,000,000
2.500%Treasury dueFebruary 15,2045
FIT1 $30.00 150 bps
5.875%SubordinatedNotes due2033
172967BU4 /US172967BU43
Luxembourg Stock Exchange $597,425,000 $180,000,000
2.500%Treasury dueFebruary 15,2045
FIT1 $30.00 180 bps
6.000%SubordinatedNotes due2033
172967CC3 /US172967CC36
Luxembourg Stock Exchange $806,524,000 $250,000,000
2.500%Treasury dueFebruary 15,2045
FIT1 $30.00 180 bps
6.125%SubordinatedNotes due2036
172967DR9 /US172967DR95
Luxembourg Stock Exchange $989,931,000 $300,000,000
2.500%Treasury dueFebruary 15,2045
FIT1 $30.00 185 bps
The Offers are being made pursuant to the offer to purchase,
dated July 27, 2015 (as it may be amended or supplemented from time
to time, the “Offer to Purchase”), and the related letters
of transmittal (as they may be amended or supplemented from time to
time, the “Letters of Transmittal”) which set forth in more
detail the terms and conditions of the Offers. All references to
“US$” or “$” refer to U.S. dollars and “C$”
refer to Canadian dollars.
The Offers will expire at 11:59 p.m., New York City time, on
August 21, 2015, unless extended or earlier terminated (such date
and time, as the same may be extended with respect to each Offer,
the “Expiration Date”).
Subject to the terms and conditions set forth in the Offer to
Purchase and the Letters of Transmittal, Holders of Notes that are
validly tendered on or prior to 5:00 p.m., New York City time, on
August 7, 2015, 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 calculated in the
manner set forth in the Offer to Purchase (the “Total
Consideration”), which includes the applicable early tender
premium in the amount indicated in the table above (the “Early
Tender Premium”). The Total Consideration with respect
to each series of Notes will be equal to the price, determined 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 reference yield, which shall be based on the
bid-side price of the applicable U.S. Treasury Security or Canadian
Government Security (specified under the heading “Reference
Security” in each of the above tables) at 2:00 p.m., New York City
time, on August 10, 2015 (subject to certain exceptions set forth
in the Offer to Purchase, such time and date, as the same may be
extended with respect to such Offer, the “Price Determination
Date”).
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 on or 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 applicable 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 7, 2015, 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.
Subject to the terms and conditions of the Offers, Citigroup is
offering to purchase any and all of its Any and All Notes validly
tendered pursuant to an Any and All Offer.
Subject to the terms and conditions of the Offers, Citigroup is
offering to purchase an aggregate principal amount of each series
of its Maximum Tender Notes up to the amount of the applicable
Maximum Series Tender Cap set forth in the second table above. If
the aggregate principal amount of Maximum Tender Notes of any
series validly tendered in a Maximum Tender Offer exceeds the
amount of the Maximum Series Tender Cap for such series, then,
subject to the terms and conditions of the Offers, Citigroup will
accept tendered Maximum Tender Notes of such series on a pro rata
basis as described in the Offer to Purchase.
Citigroup reserves the right, but is under no obligation, at any
point following the Early Tender Date and before the Expiration
Date, to accept for purchase and purchase any Notes of a series
tendered and not subsequently withdrawn at or prior to the Early
Tender Date (the settlement date for any such purchase, the
“Early Settlement Date”) subject to, in the case of a series
of Maximum Tender Notes, the Maximum Series Tender Cap for that
series. The Early Settlement Date will be determined at Citigroup’s
option and is currently expected to be August 12, 2015, subject to
all conditions of the Offers having been either satisfied or waived
by Citigroup.
If a Maximum Tender Offer is fully subscribed up to the amount
of the Maximum Series Tender Cap for that series of Maximum Tender
Notes as of the Early Tender Date, then any Maximum Tender Notes of
that series that are validly tendered after the Early Tender Date
will not be accepted for purchase. A Maximum Tender Offer for a
series of Maximum Tender Notes that is subscribed over the amount
of the Maximum Series Tender Cap for that series as of the Early
Tender Date will be subject to proration. If a Maximum Tender Offer
for a series of Maximum Tender Notes is not fully subscribed up to
the amount of the Maximum Series Tender Cap for that series as of
the Early Tender Date and is fully subscribed up to the amount of
the Maximum Series Tender Cap for that series as of the Expiration
Date, additional Maximum Tender Notes of that series will be
accepted for purchase up to the amount of the Maximum Series Tender
Cap, subject to possible proration (if subscribed over the amount
of the Maximum Series Tender Cap) and subject to all conditions to
the Offers having been either satisfied or waived by Citigroup.
Irrespective of whether Citigroup elects to have an Early
Settlement Date, Citigroup will purchase any remaining Notes that
have been validly tendered on or prior to the Expiration Date and
that Citigroup chooses to accept for purchase, subject to all
conditions to the Offers having been either satisfied or waived by
Citigroup, promptly following the Expiration Date (the settlement
date for any such purchase, 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 Early Settlement Date or Settlement Date, as
applicable.
Subject to applicable law, Citigroup may increase the Maximum
Series Tender Cap for one or more series of Maximum Tender 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 Maximum Tender 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 Maximum Tender Notes, the condition
that Holders validly tender an aggregate principal amount of each
series of Maximum Tender Notes greater than or equal to the amount
of the Maximum Series Tender Cap applicable to each such series of
Maximum Tender 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 Offer 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) 470-4300 (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 2014 Annual Report on Form 10-K.
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version on businesswire.com: http://www.businesswire.com/news/home/20150727006390/en/
Citigroup Inc.Media:Mark Costiglio,
212-559-4114orInvestors:Susan Kendall, 212-559-2718orFixed Income
Investors:Peter Kapp, 212-559-5091
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