Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
December 09 2016 - 8:56AM
Edgar (US Regulatory)
F
ILED
PURSUANT
TO
RULE
433
F
ILE
N
O
. 333-214120
C
ITIGROUP
I
NC
.
R
EOPENING
: $300,000,000
T
OTAL
I
SSUE
: $2,550,000,000
2.900% S
ENIOR
N
OTES
D
UE
2021
Terms and Conditions
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Issuer:
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Citigroup Inc.
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Ratings*:
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Baa1 / BBB+ / A (Stable Outlook / Stable Outlook / Stable Outlook) (Moody’s / S&P / Fitch)
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Ranking:
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Senior
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Trade Date:
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December 8, 2016
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Settlement Date:
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December 15, 2016 (T+5 days)
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Maturity:
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December 8, 2021
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Par Amount:
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$300,000,000. Upon settlement, the notes will form part of the same series as, and will be fungible with, the Issuer’s outstanding $2,250,000,000 2.900% Senior Notes due 2021 issued on December 8, 2016, and the aggregate
principal amount of this series of notes will be $2,550,000,000.
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Treasury Benchmark:
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1.750% due November 30, 2021
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Treasury Price:
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$99-19+
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Treasury Yield:
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1.832%
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Re-offer Spread to Benchmark:
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T
5
+105 bp
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Re-offer Yield:
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2.882%
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Semi-Annual Coupon:
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2.900%
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Public Offering Price:
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100.082% (plus accrued interest)
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Net Proceeds to Citigroup:
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$299,440,166.67 (including $169,166.67 of accrued interest but before expenses)
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Interest Payment Dates:
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The 8
th
of each June and December, beginning June 8, 2017. Following business day convention applicable
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Day Count:
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30 / 360
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Defeasance:
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Applicable. Provisions of Sections 12.02 and 12.03 of the Indenture apply
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Redemption at Issuer Option:
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We may redeem the notes, at our option, in whole at any time or in part from time to time, on or after June 8, 2017 and prior to November 8,
2021, at a redemption price equal to the sum of (i) 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption; and (ii) the Make-Whole Amount (as defined in the
Issuer’s Prospectus dated October 14, 2016 (the “Prospectus”)), if any, with respect to such notes. The Reinvestment Rate (as defined in the Prospectus) will equal the Treasury Yield defined therein calculated to November 8, 2021,
plus 0.200%.
We may redeem the notes, at our option, in whole, but not in part, on or
after November 8, 2021 at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
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Redemption for Tax Purposes:
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We may redeem the notes, at our option, in whole at any time, but not in part, at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest thereon to, but excluding, the date of
redemption, if, as a result of changes in U.S. tax law, withholding tax or information reporting requirements are imposed on payments on the notes to non-U.S. persons.
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Sinking Fund:
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Not applicable
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Listing:
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Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange
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Minimum Denominations/Multiples:
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$1,000 / multiples of $1,000 in excess thereof
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CUSIP:
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172967LC3
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ISIN:
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US172967LC35
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C
ITIGROUP
I
NC
.
R
EOPENING
: $300,000,000
T
OTAL
I
SSUE
: $2,550,000,000
2.900% S
ENIOR
N
OTES
D
UE
2021
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Sole Book Manager:
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Citigroup Global Markets Inc.
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Co-Managers:
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Academy Securities, Inc.
CV Brokerage Inc.
Penserra Securities LLC
RedTail Capital Markets, LLC
Tribal Capital Markets, LLC
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*
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Note: A securities rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time.
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Citigroup Inc. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this
communication relates. Before you invest, you should read the prospectus in the registration statement and the other documents Citigroup has filed with the SEC for more complete information about Citigroup and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. The file number for Citigroup’s registration statement is No. 333-214120. Alternatively, you can request the prospectus by calling toll-free in the United States
1-800-831-9146.
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