CALCULATION
OF REGISTRATION FEE
Title of each class of securities to be registered
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Maximum aggregate offering price
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Amount of registration fee
(1) (2)
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Medium-Term Senior Notes, Series G
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$6,100,000
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$614.27
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(1)
Calculated in
accordance with Rule 457(r) of the Securities Act.
(2)
Pursuant to
Rule 457(p) under the Securities Act, the $91,697.09 remaining of the registration fees previously paid with respect to unsold
securities registered on Post-Effective Amendment No. 1 to Registration Statement File No. 333-157386, filed on February 11, 2011
by Citigroup Funding Inc., a wholly owned subsidiary of Citigroup Inc., and Registration Statement File No. 333-172554, filed
on March 2, 2011 by Citigroup Funding Inc., is being carried forward, of which $614.27 is offset against the registration fee
due for this offering and of which $91,082.82 remains available for future registration fee offset. The most recent filing
utilizing a portion of the registration fees previously paid with respect to unsold securities registered on these registration
statements was filed on May 17, 2016. No additional registration fee has been paid with respect to this offering.
Citigroup Inc.
|
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May
16, 2016
Medium-Term
Senior Notes, Series G
Pricing
Supplement No. 2016-CMTNG0946
Filed
Pursuant to Rule 424(b)(2)
Registration
Statement No. 333-192302
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Fixed Rate Notes
3.25% Notes Due 2031
The notes mature on May 15, 2031 and will
bear interest at the fixed rate per annum indicated below. Interest will be payable semi-annually. We do not have the right to
redeem the notes prior to maturity.
The notes are senior unsecured debt securities
of Citigroup Inc.
All payments due on the notes are subject to the credit risk of Citigroup Inc. If Citigroup Inc. defaults
on its payment obligations, you could lose some or all of your investment.
KEY TERMS
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Issuer:
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Citigroup Inc.
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Stated principal amount:
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$1,000 per note
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Aggregate stated principal amount:
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$6,100,000
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Pricing date:
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May 16, 2016
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Issue date:
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May 19, 2016
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Maturity date:
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May 15, 2031
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Payment at maturity:
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$1,000 per note
plus
any accrued and unpaid interest.
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Interest:
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On each interest payment date, for each note you hold at the close of business on the applicable regular record date, we will pay you an interest payment calculated as follows: $1,000 × interest rate per annum × day count fraction. The regular record date for any interest payment date is the business day preceding that interest payment date. Notwithstanding the foregoing, the interest payment due at maturity will be paid to the persons who hold the notes on the maturity date.
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Interest rate per annum:
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3.25%
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Interest payment dates:
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Semi-annually on the 15th day of each May and November of each year, beginning on November 15, 2016 and ending on the maturity date.
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Postponement for non-business days:
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If any interest payment date or the maturity date is not a business day, the payment required to be made on that day will be made on the next succeeding business day, and no additional interest will accrue as a result of the delay in payment. A “business day” is any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions are authorized or obligated by law or executive order to close.
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Day count fraction:
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For any interest payment date: (i) the number of calendar days from and including the immediately preceding interest payment date (or the issue date in the case of the first interest payment date) to but excluding the current interest payment date, where each complete one-month period (measured from and including a given numerical date in one month to but excluding the same numerical date in the next month) is deemed to contain 30 calendar days
divided by
(ii) 360.
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Survivor’s option:
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The notes are Survivor’s Option Notes. The representative of a deceased beneficial owner of the notes will have the right to request early repayment of the notes, subject to the terms and limitations described in this pricing supplement in the section “Repayment Upon Death.”
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CUSIP/ISIN:
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1730T3BD4 / US1730T3BD49
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Listing:
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The notes will not be listed on any securities exchange and, accordingly, may have limited or no liquidity. You should not invest in the notes unless you are willing to hold them to maturity.
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Underwriters:
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Citigroup Global Markets Inc. (“CGMI”), an affiliate of Citigroup Inc., as lead agent, and Incapital LLC, as agent, each acting as principal.
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Underwriting fee and issue price:
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Issue price
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Underwriting fee
(1)
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Proceeds to issuer
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Per note:
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$1,000.00
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$25.00
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$975.00
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Total:
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$6,100,000.00
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$152,500.00
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$5,947,500.00
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(1) For more information on the distribution
of the notes, see “Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee,
CGMI and its affiliates may profit from hedging activity related to the notes, even if the value of the notes declines. See “Use
of Proceeds and Hedging” in the accompanying prospectus.
Investing in the notes involves risks.
See “Risk Factors Relating to the Notes” beginning on page PS-2.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the notes or determined that this pricing supplement and the
accompanying prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
You should read this pricing supplement
together with the accompanying prospectus supplement and prospectus, which can be accessed via the following hyperlink:
Prospectus Supplement and Prospectus each dated November 13, 2013
The notes are not bank deposits and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by,
a bank.
Citigroup Global Markets
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Incapital
LLC
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Citigroup Inc.
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Fixed Rate Notes
3.25% Notes Due 2031
|
Additional Information
The terms of the notes are set forth in
the accompanying prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying prospectus
supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. You should carefully
review the accompanying prospectus supplement and prospectus together with this pricing supplement in connection with your investment
in the notes. To the extent that the description of the terms of the notes set forth in this pricing supplement is inconsistent
with the information set forth in the accompanying prospectus supplement and prospectus, the information in this pricing supplement
controls.
The notes are senior unsecured debt securities
issued by Citigroup Inc. under the senior debt indenture described in the accompanying prospectus supplement and prospectus. The
notes will constitute part of the senior debt of Citigroup Inc. and will rank equally with all other unsecured and unsubordinated
debt of Citigroup Inc.
Risk Factors Relating to the Notes
The risk factors below describe certain
risks associated with an investment in the notes. You should read the risk factors below together with the risk factors included
in the documents incorporated by reference in the accompanying prospectus, including our most recent Annual Report on Form 10-K
and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to our business more generally. We also urge you
to consult your investment, legal, tax, accounting and other advisers.
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n
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The notes are subject to the credit
risk of Citigroup Inc., and any actual or anticipated changes to its creditworthiness may adversely affect the value of the notes.
If Citigroup Inc. defaults on its obligations under the notes, your investment would be at risk and you could lose some or all
of your investment. As a result, the value of the notes will be affected by changes in the market’s view of Citigroup Inc.’s
creditworthiness. Any decline, or anticipated decline, in Citigroup Inc.’s creditworthiness is likely to adversely affect
the value of the notes.
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The notes will not be listed on any
securities exchange and you may not be able to sell the notes prior to maturity.
The notes will not be listed on any securities
exchange. Therefore, there may be little or no secondary market for the notes. CGMI currently intends to make a secondary market
in relation to the notes and to provide an indicative bid price for the notes on a daily basis. Any indicative bid price for the
notes provided by CGMI will be determined in CGMI’s sole discretion, taking into account prevailing market conditions and
other relevant factors, and will not be a representation by CGMI that the notes can be sold at that price or at all. CGMI may suspend
or terminate making a market and providing indicative bid prices without notice, at any time and for any reason. If CGMI suspends
or terminates making a market, there may be no secondary market at all for the notes because it is likely that CGMI will be the
only broker-dealer that is willing to buy your notes prior to maturity. Accordingly, an investor must be prepared to hold the notes
until maturity.
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Secondary market sales of the notes
are likely to result in a loss of principal.
You will be entitled to receive at least the full stated principal amount of your
notes, subject to the credit risk of Citigroup Inc., only if you hold the notes to maturity. If you are able to sell your notes
prior to maturity, you are likely to receive less than the stated principal amount of the notes.
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Any increase in market interest rates
is likely to reduce the value of the notes.
If market interest rates increase, the interest rate payable on the notes will
become less favorable as compared to the yield available on other investments with a similar level of risk as the notes at that
time, reducing the value of the notes.
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The notes are riskier than notes with
a shorter term.
The notes are relatively long-dated. Because the notes are relatively long-dated, the risks of the notes are
heightened as compared to notes with a shorter term because you will be subject to those risks for a longer period of time. In
addition, the value of a longer-dated note is typically less than the value of an otherwise comparable note with a shorter term.
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The inclusion of underwriting fees and
projected profit from hedging in the issue price is likely to adversely affect secondary market prices.
Assuming no changes
in market conditions or other relevant factors, the price, if any, at which CGMI may be willing to purchase the notes in secondary
market transactions will likely be lower than the issue price since the issue price of the notes includes, and secondary market
prices are likely to exclude, underwriting fees paid with respect to the notes, as well as the cost of hedging our obligations
under the notes. The cost of hedging includes the projected profit that our affiliates may realize in consideration for assuming
the risks inherent in managing the hedging transactions. The secondary market prices for the notes are also likely to be reduced
by the costs of unwinding the related hedging transactions. Our affiliates may realize a profit from the expected hedging activity
even if the value of the notes declines. In addition, any secondary market prices for the notes may differ from values determined
by pricing models used by CGMI, as a result of dealer discounts, mark-ups or other transaction costs.
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Citigroup Inc.
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Fixed Rate Notes
3.25% Notes Due 2031
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n
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The price at which you may be able to
sell your notes prior to maturity will depend on a number of factors and may be substantially less than the amount you originally
invest.
A number of factors will influence the value of the notes in any secondary market that may develop and the price at
which CGMI may be willing to purchase the notes in any such secondary market, including: interest rates in the market, the time
remaining to maturity of the notes, hedging activities by our affiliates, fees and projected hedging fees and profits, changes
in CGMI’s estimation of the value of the survivor’s option and any actual or anticipated changes in the credit ratings,
financial condition and results of Citigroup Inc. The value of the notes will vary and is likely to be less than the issue price
at any time prior to maturity, and sale of the notes prior to maturity may result in a loss.
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Immediately following issuance, any
secondary market bid price provided by CGMI, and the value that will be indicated on any brokerage account statements prepared
by CGMI or its affiliates, will reflect a temporary upward adjustment.
The amount of this temporary upward adjustment will
steadily decline to zero over the temporary adjustment period. See “Supplemental Plan of Distribution” in this pricing
supplement.
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The survivor’s option is subject
to significant limitations.
The representative of a deceased beneficial owner of the notes will have the right to request
early repayment of the notes by us on the terms described in the section “Repayment Upon Death” in this pricing supplement.
That repayment right is subject to significant limitations, including the following: the notes must have been beneficially owned
by the deceased beneficial owner or his or her estate for at least one year prior to submission of the request for repayment; the
notes will be grouped with all other Survivor’s Option Notes and subject to an aggregate annual repayment limit, as more
fully described under “Repayment Upon Death” in this pricing supplement; and we will not be obligated to repay more
than $250,000 in stated principal amount of the notes offered by this pricing supplement to the representative of any individual
deceased beneficial owner of the notes in any calendar year. Because of these limitations, your representative may not be
able to obtain repayment of any of the notes beneficially owned by you following your death, or may only be able to obtain repayment
of a portion of the notes owned by you, and any such repayment may be delayed for multiple years. See “Repayment Upon
Death” in this pricing supplement for additional information.
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United States Federal Tax Considerations
The notes will be treated for U.S. federal
income tax purposes as fixed rate debt instruments that are issued without original issue discount.
As discussed in the section of the accompanying
prospectus supplement entitled “United States Federal Tax Considerations,” withholding under legislation commonly referred
to as “FATCA” (if applicable) will generally apply to payments of interest with respect to the notes and to the payment
of gross proceeds of a disposition (including a retirement) of the notes. However, under an Internal Revenue Service notice, withholding
under “FATCA” will apply to payments of gross proceeds (other than amounts treated as interest) only with respect to
dispositions after December 31, 2018. You should consult your tax adviser regarding the potential application of “FATCA”
to the notes.
Both U.S. and non-U.S. persons considering
an investment in the notes should read the discussion under “United States Federal Tax Considerations,” and in particular
the sections entitled “United States Federal Tax Considerations—Tax Consequences to U.S. Holders” and “—Tax
Consequences to Non-U.S. Holders” in the accompanying prospectus supplement for more information.
Supplemental Plan of Distribution
CGMI, an affiliate of Citigroup Inc. and
the lead agent for the sale of the notes, will purchase all of the notes offered by this pricing supplement at the issue price
set forth on the cover page of this pricing supplement
less
the underwriting fee set forth on the cover page of this pricing
supplement and will sell all of such notes to Incapital LLC, as agent for the sale of the notes, at the same price. Incapital LLC
will, in turn, offer the notes to the public at the issue price set forth on the cover page of this pricing supplement and/or to
selected dealers at the issue price
less
a selling concession not in excess of the underwriting fee set forth on the cover
page of this pricing supplement. If all of the notes are not sold at the initial issue price, CGMI may change the issue price and
other selling terms.
CGMI is an affiliate of ours. Accordingly,
this offering will conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate
set forth in Rule 5121 of the Financial Industry Regulatory Authority. Client accounts over which Citigroup Inc. or its subsidiaries
have investment discretion will not be permitted to purchase the notes, either directly or indirectly, without the prior written
consent of the client.
See “Plan of Distribution” in
each of the accompanying prospectus supplement and prospectus for additional information.
Citigroup Inc.
|
Fixed Rate Notes
3.25% Notes Due 2031
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In order to hedge its obligations under
the notes, Citigroup Inc. has entered into one or more swaps or other derivatives transactions with one or more of its affiliates.
You should refer to the section “Risk Factors Relating to the Notes—The inclusion of underwriting fees and projected
profit from hedging in the issue price is likely to adversely affect secondary market prices” in this pricing supplement
and the section “Use of Proceeds and Hedging” in the accompanying prospectus.
For a period of approximately six months
following issuance of the notes, the price, if any, at which CGMI would be willing to buy the notes from investors, and the value
that will be indicated for the notes on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may
also publish through one or more financial information vendors), will reflect a temporary upward adjustment from the price or value
that would otherwise be determined. This temporary upward adjustment represents a portion of the hedging profit expected to be
realized by CGMI or its affiliates over the term of the notes. The amount of this temporary upward adjustment will decline to zero
on a straight-line basis over the six-month temporary adjustment period. However, CGMI is not obligated to buy the notes from investors
at any time. See “Risk Factors Relating to the Notes—The notes will not be listed on any securities exchange and you
may not be able to sell the notes prior to maturity.”
Repayment Upon Death
The information in this section supersedes
and replaces the information in the section “Description of the Notes—Repayment Upon Death” in the accompanying
prospectus supplement.
Following the death of any beneficial owner
of the notes, Citigroup Inc. will repay any notes (or the applicable portion of any notes) that are beneficially owned by the deceased
beneficial owner and are validly tendered for repayment at a price equal to the stated principal amount of the notes tendered plus
accrued and unpaid interest to but excluding the date of repayment. To be validly tendered, notes must be submitted for repayment
in accordance with the requirements set forth below by a representative of the deceased beneficial owner who has authority to act
on behalf of the deceased beneficial owner under the laws of the appropriate jurisdiction (including, without limitation, the personal
representative, executor, surviving joint tenant or surviving tenant by the entirety of the deceased beneficial owner). The right
of the representative of a deceased beneficial owner to request repayment under this section, which we refer to as the “survivor’s
option,” is subject to the following important limitations:
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The notes tendered for repayment must have been beneficially owned
by the deceased beneficial owner or his or her estate for at least one year prior to the submission of the request for repayment.
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Citigroup Inc.’s repayment obligation with respect to all Survivor’s
Option Notes (including but not limited to the notes offered by this pricing supplement) in any calendar year will be subject to
an aggregate limit (the “Aggregate Annual Limit”) equal to the greater of (i) $2 million and (ii) 1% of the aggregate
outstanding stated principal amount of all Survivor’s Option Notes as of the end of the most recent calendar year. The Aggregate
Annual Limit applies to all Survivor’s Option Notes as a group. “Survivor’s Option Notes” are notes issued
by Citigroup Inc. on or after June 1, 2014 that are designated as Survivor’s Option Notes in the applicable pricing supplement.
The notes offered by this pricing supplement are Survivor’s Option Notes.
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Citigroup Inc. will not be obligated to repay more than $250,000
in stated principal amount of the notes offered by this pricing supplement to the representative of any individual deceased beneficial
owner in any calendar year (the “$250,000 Individual Annual Limit”). For the avoidance of doubt, the $250,000 Individual
Annual Limit applies only to the notes offered by this pricing supplement. Any other Survivor’s Option Notes owned by a deceased
beneficial owner of the notes offered by this pricing supplement would not count against the $250,000 Individual Annual Limit applicable
to the notes offered by this pricing supplement.
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The stated principal amount of notes tendered for repayment must
be $1,000 or an integral multiple of $1,000.
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Notes that are validly tendered pursuant
to this section will be accepted promptly in the order all such notes are tendered, except for any notes the acceptance of which
would contravene the limitations described above. The Aggregate Annual Limit and the $250,000 Individual Annual Limit will be applied
to the notes (and, in the case of the Aggregate Annual Limit, all other Survivor’s Option Notes) in the order tendered, so
that all validly tendered notes will be accepted for repayment in the order tendered until the relevant limit is reached, and any
additional or subsequently tendered notes will not be accepted for repayment in the current calendar year. Any notes tendered for
repayment that are not accepted in any calendar year due to the application of the Aggregate Annual Limit or the $250,000 Individual
Annual Limit will be deemed to be tendered in the following calendar year (and succeeding calendar years if any notes continue
not to be accepted in the following calendar year due to the application of these limits) in the order in which such notes were
originally tendered.
Because of the limits described above,
your representative may not be able to obtain repayment of any of the notes beneficially owned by you following your death, or
may only be able to obtain repayment of a portion of the notes
Citigroup Inc.
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Fixed Rate Notes
3.25% Notes Due 2031
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owned by you, and any such repayment
may be delayed for multiple years.
The following illustrate some of the potential effects of these limitations:
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If you have beneficially owned the notes for less than one year at
the date of your death, your representative will not be entitled to request repayment under this section until one year after the
date you acquired your beneficial ownership.
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All Survivor’s Option Notes, including but not limited to the
notes, are grouped together for purposes of applying the Aggregate Annual Limit, which in any calendar year is equal to the greater
of (i) $2 million and (ii) 1% of the aggregate outstanding stated principal amount of all Survivor’s Option Notes as of the
end of the most recent calendar year. Because it is not possible to predict the aggregate amount of Survivor’s Option Notes
that will be outstanding as of the end of any future calendar year, you should assume that the Aggregate Annual Limit may be as
low as $2 million. Repayment requests submitted with respect to all Survivor’s Option Notes, and not just the notes offered
by this pricing supplement, will count against the Aggregate Annual Limit. Even if no repayment requests are submitted with respect
to any of the notes offered by this pricing supplement, the Aggregate Annual Limit may be reached as a result of repayment requests
submitted with respect to other Survivor’s Option Notes. If the Aggregate Annual Limit is reached in any calendar year prior
to the time when your representative submits a request for repayment of notes beneficially owned by you, your representative will
not be able to obtain repayment of those notes in that calendar year. If prior repayment requests significantly exceed the Aggregate
Annual Limit, the excess of those prior repayment requests may be carried forward for multiple years, so that it may be a long
period of time before your representative would be entitled to any repayment. Representatives who submit prior repayment requests
will be entitled to repayment in full before your representative would be entitled to any repayment.
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Even if the Aggregate Annual Limit is not reached before your representative
submits a repayment request, your representative will be limited in each calendar year by the $250,000 Individual Annual Limit.
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If any notes that are validly
tendered for repayment pursuant to this section are not accepted, the paying agent will deliver to any affected representative
a notice that states the reasons the notes have not been accepted for repayment. The notice will be sent by first-class mail to
the broker or other entity through which the deceased beneficial owner’s interests in the notes are held.
The death of a person holding
a beneficial ownership interest in any notes as a joint tenant with right of survivorship or tenant by the entirety with another
person, or as a tenant in common with the deceased beneficial owner’s spouse, will be deemed the death of a beneficial owner
of those notes, and the entire stated principal amount of the notes so held, plus accrued and unpaid interest to but excluding
the date of repayment, will be subject to repayment pursuant to this section. However, the death of a person holding a beneficial
ownership interest in any notes as tenant in common with a person other than such deceased beneficial owner’s spouse will
be deemed the death of a beneficial owner only with respect to such deceased beneficial owner’s interest in the notes, and
only a pro rata portion of those notes corresponding to such deceased beneficial owner’s interest will be subject to repayment
pursuant to this section.
The death of a person who, during
his or her lifetime, was entitled to substantially all of the beneficial ownership interests in any notes (including the right
to sell, transfer or otherwise dispose of an interest in the notes, the right to receive the proceeds from the notes and the right
to receive principal and interest) will be deemed the death of the beneficial owner of those notes for purposes of this section,
regardless of whether that deceased beneficial owner was the registered holder of those notes, if entitlement to those interests
can be established to the satisfaction of Citigroup Inc. and the paying agent. Such beneficial ownership interest will be deemed
to exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors
Act, community property or other joint ownership arrangements between spouses. In addition, a beneficial ownership interest will
be deemed to exist in custodial and trust arrangements where one person has all of the beneficial ownership interests in the applicable
notes during his or her lifetime.
Any notes accepted for repayment
pursuant to this section will be repaid on the first June 15 or December 15 that occurs 35 or more calendar days after the date
of such acceptance (such date, a “repayment date”). If that date is not a business day, payment will be made on the
next succeeding business day. Any repayment request may be withdrawn by the representative presenting the request upon delivery
of a written request for withdrawal to the paying agent not less than 30 calendar days before the repayment date. If the notes
cease to be outstanding on or prior to the applicable repayment date, no repayment will be made pursuant to this section on that
repayment date.
Subject to the foregoing, in
order for a right to repayment under this section to be validly exercised, the paying agent must receive:
Citigroup Inc.
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Fixed Rate Notes
3.25% Notes Due 2031
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a written request for repayment signed by the representative, and
the representative’s signature must be guaranteed by a member firm of a registered national securities exchange or of the
Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United
States;
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appropriate evidence satisfactory to Citigroup Inc. and the paying
agent that (i) the representative has authority to act on behalf of the deceased beneficial owner; (ii) the death of such beneficial
owner has occurred; (iii) the deceased was the beneficial owner of the notes at the time of death; and (iv) the deceased acquired
his or her beneficial ownership interest in the notes at least one year prior to the date of submission of the repayment request;
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if the notes are held by a nominee of the deceased beneficial owner,
a certificate satisfactory to Citigroup Inc. and the paying agent from that nominee attesting to the beneficial ownership of the
notes; and
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any additional information Citigroup Inc. or the paying agent reasonably
requires to evidence satisfaction of any conditions to the exercise of the right of repayment under this section or to document
beneficial ownership or authority to make the election and to cause the repayment of the notes.
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All questions as to the eligibility or validity
of any exercise of the right to repayment under this section will be determined by Citigroup Inc., in its sole discretion, and
those determinations will be final and binding on all parties.
Because the notes will be issued in book-entry
form and held of record by a nominee of The Depository Trust Company (“DTC”), DTC’s nominee will be the holder
of the notes and therefore will be the only entity that can exercise the right to repayment of the notes described in this section.
To obtain repayment pursuant to this section, the representative of the deceased beneficial owner must provide to the broker or
other entity through which the deceased beneficial owner holds an interest in the notes:
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the documents required to be submitted to the paying agent as described
above; and
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instructions to the broker or other entity to notify DTC of the representative’s
desire to obtain repayment pursuant to this section.
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The broker or other entity must provide
to the paying agent:
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the documents received from the representative referred to in the
first bullet point of the preceding paragraph; and
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a certificate satisfactory to the paying agent from the broker or
other entity stating that it represents the deceased beneficial owner.
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The applicable broker or other entity will
be responsible for disbursing to the appropriate representative any payments it receives pursuant to this section. We will not
provide notice of redemption in the case of any repayment pursuant to this section.
Depending on market conditions, including
changes in interest rates and our creditworthiness, it is possible that the value of the notes in the secondary market at any time
may be greater than their stated principal amount plus any accrued and unpaid interest. Accordingly, prior to exercising the option
to request repayment described in this section, the representative of the deceased beneficial owner should contact the broker or
other entity through which the notes are held to determine whether a sale of the notes in the secondary market may result in greater
proceeds than the stated principal amount plus accrued and unpaid interest pursuant to a request for repayment under this section.
The representative of a deceased beneficial
owner may obtain more information from Citibank, N.A., the paying agent for the notes, by calling 1-800-422-2066 during normal
business hours in New York City.
Validity
of the Notes
In the opinion of Davis Polk & Wardwell
LLP, as special products counsel to Citigroup Inc., when the notes offered by this pricing supplement have been executed and issued
by Citigroup Inc. and authenticated by the trustee pursuant to the indenture, and delivered against payment therefor, such notes
will be valid and binding obligations of Citigroup Inc., enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such
counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable
law on the conclusions expressed above. This
Citigroup Inc.
|
Fixed Rate Notes
3.25% Notes Due 2031
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opinion is given as of the date of this
pricing supplement and is limited to the laws of the State of New York, except that such counsel expresses no opinion as to the
application of state securities or Blue Sky laws to the notes.
In giving this opinion, Davis Polk &
Wardwell LLP has assumed the legal conclusions expressed in the opinion set forth below of Michael J. Tarpley, Associate General
Counsel–Capital Markets of Citigroup Inc. In addition, this opinion is subject to the assumptions set forth in the letter
of Davis Polk & Wardwell LLP dated November 13, 2013, which has been filed as an exhibit to a Current Report on Form 8-K filed
by Citigroup Inc. on November 13, 2013, that the indenture has been duly authorized, executed and delivered by, and is a valid,
binding and enforceable agreement of the trustee and that none of the terms of the notes nor the issuance and delivery of the notes,
nor the compliance by Citigroup Inc. with the terms of the notes, will result in a violation of any provision of any instrument
or agreement then binding upon Citigroup Inc. or any restriction imposed by any court or governmental body having jurisdiction
over Citigroup Inc.
In the opinion of Michael J. Tarpley, Associate
General Counsel–Capital Markets of Citigroup Inc., (i) the terms of the notes offered by this pricing supplement have been
duly established under the indenture and the Board of Directors (or a duly authorized committee thereof) of Citigroup Inc. has
duly authorized the issuance and sale of such notes and such authorization has not been modified or rescinded; (ii) Citigroup Inc.
is validly existing and in good standing under the laws of the State of Delaware; (iii) the indenture has been duly authorized,
executed, and delivered by Citigroup Inc.; and (iv) the execution and delivery of such indenture and of the notes offered by this
pricing supplement by Citigroup Inc., and the performance by Citigroup Inc. of its obligations thereunder, are within its corporate
powers and do not contravene its certificate of incorporation or bylaws or other constitutive documents. This opinion is given
as of the date of this pricing supplement and is limited to the General Corporation Law of the State of Delaware.
Michael J. Tarpley, or other internal attorneys
with whom he has consulted, has examined and is familiar with originals, or copies certified or otherwise identified to his satisfaction,
of such corporate records of Citigroup Inc., certificates or documents as he has deemed appropriate as a basis for the opinions
expressed above. In such examination, he or such persons has assumed the legal capacity of all natural persons, the genuineness
of all signatures (other than those of officers of Citigroup Inc.), the authenticity of all documents submitted to him or such
persons as originals, the conformity to original documents of all documents submitted to him or such persons as certified or photostatic
copies and the authenticity of the originals of such copies.
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