Citigroup Global Markets Holdings Inc.
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March 15, 2017
Medium-Term Senior
Notes, Series N
Pricing Supplement
No. 2017-USNCH0411
Filed Pursuant
to Rule 424(b)(2)
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Registration Statement Nos. 333-214120 and 333-214120-03
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Callable Step-Up Coupon Notes Due March
20, 2020
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·
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The notes mature on March 20, 2020. We have the right to call the notes for mandatory redemption prior to maturity on a quarterly
basis beginning one year after issuance. Unless previously redeemed, the notes pay interest semi-annually at a per annum rate that
will increase at pre-set intervals over the term of the notes. Because of our redemption right, there is no assurance that you
will receive interest payments at the higher interest rates stated below.
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·
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The notes are unsecured senior debt obligations of Citigroup Global Markets Holdings Inc. and are guaranteed by Citigroup Inc.
All payments due on the notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
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·
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It is important for you to consider the information contained in this pricing supplement together with the information contained
in the accompanying prospectus supplement and prospectus. The description of the notes below supplements, and to the extent inconsistent
with replaces, the description of the general terms of the notes set forth in the accompanying prospectus supplement and prospectus.
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KEY TERMS
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Issuer:
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Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
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Guarantee:
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All payments due on the notes are fully and unconditionally guaranteed by 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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$500,000
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Pricing date:
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March 15, 2017
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Original issue date:
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March 20, 2017
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Maturity date:
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March 20, 2020. If the maturity date is not a business day, then the payment required to be made on the maturity date will be made on the next succeeding business day with the same force and effect as if it had been made on the maturity date. No additional interest will accrue as a result of delayed payment.
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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 rate per annum:
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From and including
the original issue date to but excluding March 20, 2018:
1.50%
From and including
March 20, 2018 to but excluding March 20, 2019, unless previously redeemed:
2.00%
From and including
March 20, 2019 to but excluding the maturity date, unless previously redeemed:
2.50%
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Interest period:
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The period from and including the original issue date to but excluding the immediately following interest payment date, and each successive period from and including an interest payment date to but excluding the next interest payment date
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Interest payment dates:
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Semi-annually on the 20th day of each March and September of each year, commencing September 20, 2017, provided that if any such day is not a business day, the applicable interest payment will be made on the next succeeding business day. No additional interest will accrue on that succeeding business day. Interest will be payable to the persons in whose names the notes are registered at the close of business on the business day preceding each interest payment date, which we refer to as a regular record date, except that the interest payment due at maturity or upon earlier redemption will be paid to the persons who hold the notes on the maturity date or earlier date of redemption, as applicable.
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Day count convention:
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30/360 Unadjusted. See “Determination of Interest Payments” in this pricing supplement.
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Redemption:
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Beginning on March 20, 2018, we have the right to call
the notes for mandatory redemption, in whole and not in part, on any redemption date and pay to you 100% of the principal amount
of the notes plus accrued and unpaid interest to but excluding the date of such redemption. If we decide to redeem the notes,
we will give you notice at least five business days before the redemption date specified in the notice.
So long as the notes are represented by global securities
and are held on behalf of The Depository Trust Company (“DTC”), redemption notices and other notices will be given
by delivery to DTC. If the notes are no longer represented by global securities and are not held on behalf of DTC, redemption
notices and other notices will be published in a leading daily newspaper in New York City, which is expected to be
The Wall
Street Journal
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Redemption dates:
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The 20th day of each March, June, September and December, beginning in March 2018,
provided
that if any such day is not a business day, the applicable redemption date will be the next succeeding business day. No additional interest will accrue as a result of such delay in payment.
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Business day:
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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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Business day convention:
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Following
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CUSIP / ISIN:
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17324CFY7 / US17324CFY75
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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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Underwriter:
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Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal. See “General Information—Supplemental information regarding plan of distribution; conflicts of interest” in this pricing supplement.
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Underwriting fee and issue price:
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Issue price
(1)
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Underwriting fee
(2)
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Proceeds to issuer
(3)
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Per note:
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$1,000.00
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$4.00
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$996.00
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Total:
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$500,000.00
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$2,000.00
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$498,000.00
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(1) The issue price for investors purchasing the notes in fee-based
advisory accounts will be $996.00 per note, assuming no custodial fee is charged by a selected dealer, and up to $999.00, assuming
the maximum custodial fee is charged by a selected dealer. See “General Information—Fees and selling concessions”
in this pricing supplement.
(2) CGMI, an affiliate of Citigroup Global Markets Holdings
Inc. and the underwriter of the sale of the notes, is acting as principal and will receive an underwriting fee of up to $4.00
for each $1,000 note sold in this offering (or up to $3.00 for each note sold to fee-based advisory accounts). Selected dealers
not affiliated with CGMI will receive a selling concession of up to $4.00 for each note they sell other than to fee-based advisory
accounts. CGMI will pay selected dealers not affiliated with CGMI, which may include dealers acting as custodians, a variable
selling concession of up to $3.00 for each note they sell to fee-based advisory accounts. The total underwriting fees and proceeds
to issuer in the table above give effect to the actual total underwriting fee. Additionally, it is possible that CGMI and its
affiliates may profit from hedging activity related to this offering, even if the value of the notes declines. You should refer
to “Risk Factors” and “General Information—Fees and selling concessions” in this pricing supplement
for more information.
(3) The per note proceeds to Citigroup Global Markets Holdings
Inc. indicated above represent the minimum per note proceeds to Citigroup Global Markets Holdings Inc. for any note, assuming
the maximum per note underwriting fee of $4.00. As noted in footnote (2), the underwriting fee is variable.
Investing in the notes involves risks not associated with
an investment in conventional fixed rate debt securities. See “Risk Factors” 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, each of which can be accessed via the following hyperlink:
Prospectus Supplement and Prospectus each dated October 14, 2016
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 Holdings Inc.
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Callable Step-Up Coupon Notes Due March 20, 2020
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Risk Factors
The following is a non-exhaustive list of certain key risk
factors for investors in the notes. You should read the risk factors below together with the risk factors included in the accompanying
prospectus supplement and in the documents incorporated by reference in the accompanying prospectus, including Citigroup Inc.’s
most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the
business of Citigroup Inc. more generally. We also urge you to consult your investment, legal, tax, accounting and other advisers
in connection with your investment in the notes.
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§
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The notes may be redeemed at our option, which limits your ability
to accrue interest over the full term of the notes.
We may redeem the notes, in whole but not in part, on any redemption date
beginning one year after the date of issuance of the notes, upon not less than five business days’ notice. In the event that
we redeem the notes, you will receive the principal amount of the notes and any accrued and unpaid interest to but excluding the
applicable redemption date. In this case, you will not have the opportunity to continue to accrue and be paid interest to the maturity
date of the notes.
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§
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Market interest rates at a particular time will affect our decision
to redeem the notes.
It is more likely that we will call the notes for mandatory redemption prior to their maturity date at
a time when the interest rate on the notes is greater than that which we would pay on a comparable debt security of ours (guaranteed
by Citigroup Inc.) with a maturity comparable to the remaining term of the notes. Consequently, if we redeem the notes prior to
their maturity, you may not be able to invest in other securities with a similar level of risk that yield as much interest as the
notes.
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§
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The step-up feature presents different investment considerations
than conventional fixed-rate notes.
Unless general market interest rates rise significantly, you should not expect to earn
the higher stated interest rates, which are applicable only after the first year of the term of the notes, because the notes are
more likely to be redeemed prior to maturity if general market interest rates remain the same or fall during the term of the notes.
When determining whether to invest in the notes, you should consider, among other things, the overall annual percentage rate of
interest to maturity or the various potential redemption dates as compared to other equivalent investment alternatives rather than
the higher stated interest rates or any potential interest payments you may receive after the first year following the issuance
of the notes. If general market interest rates increase beyond the rates provided by the notes during the term of the notes, we
are less likely to redeem the notes, and if we do not redeem the notes investors will be holding notes that bear interest at below-market
rates.
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§
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The notes are subject to the credit risk of Citigroup Global Markets
Holdings Inc. and Citigroup Inc., and any actual or perceived changes to the creditworthiness of either entity may adversely affect
the value of the notes.
You are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If
Citigroup Global Markets Holdings Inc. defaults on its obligations under the notes and Citigroup Inc. defaults on its guarantee
obligations, 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 the creditworthiness of Citigroup Global Markets Holdings Inc.
or Citigroup Inc. Any decline or anticipated decline in the credit ratings of either entity, or any increase or anticipated increase
in the credit spreads of either entity, is likely to adversely affect the value of the notes.
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§
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The notes will not be listed on any securities exchange and you
may not be able to sell them 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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§
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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 “General Information—Temporary adjustment period” in this pricing supplement.
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§
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Secondary market sales of the notes may 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
Global Markets Holdings Inc. and Citigroup Inc., only if you hold the notes to maturity or redemption. If you are able to sell
your notes in the secondary market prior to maturity or redemption, you are likely to receive less than the stated principal amount
of the notes.
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§
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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 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 Global Markets Holdings Inc.
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Callable Step-Up Coupon Notes Due March 20, 2020
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§
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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 and the volatility of such rates, the time remaining
to maturity of the notes, hedging activities by our affiliates, fees and projected hedging fees and profits, expectations about
whether we are likely to redeem the notes and any actual or anticipated changes in the credit ratings, financial condition and
results of either Citigroup Global Markets Holdings Inc. or 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 or redemption, and sale of the notes prior to maturity or redemption may
result in a loss.
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General Information
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Temporary adjustment period:
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For a period of approximately three 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 three-month temporary adjustment period. However, CGMI is not obligated to buy the notes from investors at any time. See “Risk Factors—The notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity.”
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U.S. federal income tax considerations:
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The notes will be treated for U.S. federal income tax purposes
as fixed rate debt instruments that are issued without original issue discount. See “United States Federal Tax Considerations—Tax
Consequences to U.S. Holders—Original Issue Discount” in the accompanying prospectus supplement for further information
regarding the treatment under the original issue discount rules of debt instruments that are subject to early redemption.
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,” “—Tax Consequences
to Non-U.S. Holders” and “—FATCA” in the accompanying prospectus supplement for more information.
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Trustee:
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The Bank of New York Mellon (as trustee under an indenture dated March 8, 2016) will serve as trustee for the notes.
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Use of proceeds and hedging:
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The net proceeds received from the sale of the notes will be
used for general corporate purposes and, in part, in connection with hedging our obligations under the notes through one or more
of our affiliates.
Hedging activities related to the notes by one or more
of our affiliates involved trading in one or more instruments, such as options, swaps and/or futures, and/or taking positions
in any other available securities or instruments that we may wish to use in connection with such hedging and may include adjustments
to such positions during the term of the notes. It is possible that our affiliates may profit from this hedging activity, even
if the value of the notes declines. Profit or loss from this hedging activity could affect the price at which Citigroup Global
Markets Holdings Inc.’s affiliate, CGMI, may be willing to purchase your notes in the secondary market. For further information
on our use of proceeds and hedging, see “Use of Proceeds and Hedging” in the accompanying prospectus.
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ERISA and IRA purchase considerations:
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Please refer to “Benefit Plan Investor Considerations” in the accompanying prospectus supplement for important information for investors that are ERISA or other benefit plans or whose underlying assets include assets of such plans.
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Fees and selling concessions:
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CGMI, an affiliate of Citigroup Global Markets Holdings Inc.
and the underwriter of the sale of the notes, is acting as principal and will receive an underwriting fee of up to $4.00 for each
note sold in this offering (or up to $3.00 for each note sold to fee-based advisory accounts). The actual underwriting fee will
be equal to $4.00 for each note sold by CGMI directly to the public and will otherwise be equal to the selling concession provided
to selected dealers, as described in this paragraph. CGMI will pay selected dealers not affiliated with CGMI a selling concession
of up to $4.00 for each note they sell to accounts other than fee-based advisory accounts. CGMI will pay selected dealers not affiliated
with CGMI, which may include dealers acting as custodians, a variable selling concession of up to $3.00 for each note they sell
to fee-based advisory accounts.
Additionally, it is possible that CGMI and its affiliates may
profit from hedging activity related to this offering, even if the value of the notes declines. You should refer to “Risk
Factors” above and the
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Citigroup Global Markets Holdings Inc.
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Callable Step-Up Coupon Notes Due March 20, 2020
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section “Use of Proceeds and Hedging” in the accompanying prospectus.
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Supplemental information regarding plan of distribution; conflicts of interest:
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The terms and conditions set forth in the Global Selling Agency
Agreement dated March 8, 2016 among Citigroup Global Markets Holdings Inc., Citigroup Inc. and the agents named therein, including
CGMI, govern the sale and purchase of the notes.
The notes will not be listed on any securities exchange.
In order to hedge its obligations under the notes, Citigroup
Global Markets Holdings 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 “General Information—Use of proceeds and hedging” in this pricing supplement
and the section “Use of Proceeds and Hedging” in the accompanying prospectus.
CGMI is an affiliate of Citigroup Global Markets Holdings
Inc. Accordingly, the offering of the notes will conform with the requirements addressing conflicts of interest when distributing
the securities of an affiliate set forth in Rule 5121 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc.
Client accounts over which Citigroup Inc., its subsidiaries or affiliates of its subsidiaries have investment discretion are not
permitted to purchase the notes, either directly or indirectly, without the prior written consent of the client. See “Plan
of Distribution; Conflicts of Interest” in the accompanying prospectus supplement for more information.
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Paying agent:
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Citibank, N.A. will serve as paying agent and registrar and will also hold the global security representing the notes as custodian for The Depository Trust Company (“DTC”).
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Contact:
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Clients may contact their local brokerage representative. Third party distributors may contact Citi Structured Investment Sales at (212) 723-7005.
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We encourage you to also read the accompanying prospectus
supplement and prospectus, which can be accessed via the hyperlink on the cover page of this pricing supplement.
Determination of Interest Payments
On each interest payment date, the amount of each interest payment
will equal (i) the stated principal amount of the notes multiplied by the interest rate in effect during the applicable interest
period
divided by
(ii) 2. If we call the notes for mandatory redemption on a redemption date that is not also an interest
payment date, the amount of interest included in the payment you receive upon redemption will equal (i) the stated principal amount
of the notes multiplied by the interest rate in effect during the applicable interest period
divided by
(ii) 4.
Certain Selling Restrictions
Hong Kong Special Administrative Region
The contents of this pricing supplement and the accompanying
prospectus supplement and prospectus have not been reviewed by any regulatory authority in the Hong Kong Special Administrative
Region of the People’s Republic of China (“Hong Kong”). Investors are advised to exercise caution in relation
to the offer. If investors are in any doubt about any of the contents of this pricing supplement and the accompanying prospectus
supplement and prospectus, they should obtain independent professional advice.
The notes have not been offered or sold and will not be offered
or sold in Hong Kong by means of any document, other than
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(i)
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to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or
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(ii)
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to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “Securities
and Futures Ordinance”) and any rules made under that Ordinance; or
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(iii)
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in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance
(Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and
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There is no advertisement, invitation or document relating to
the notes which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to
be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and
Futures Ordinance and any rules made under that Ordinance.
Non-insured Product: These notes are not insured by any governmental
agency. These notes are not bank deposits and are not covered by the Hong Kong Deposit Protection Scheme.
Singapore
This pricing supplement and the accompanying prospectus supplement
and prospectus have not been registered as a prospectus with the Monetary Authority of Singapore, and the notes will be offered
pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”).
Accordingly, the notes may not be offered or sold or made the subject of an invitation for
Citigroup Global Markets Holdings Inc.
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Callable Step-Up Coupon Notes Due March 20, 2020
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subscription or purchase nor may this pricing supplement or any
other document or material in connection with the offer or sale or invitation for subscription or purchase of any notes be circulated
or distributed, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant
to Section 274 of the Securities and Futures Act, (b) to a relevant person under Section 275(1) of the Securities and Futures Act
or to any person pursuant to Section 275(1A) of the Securities and Futures Act and in accordance with the conditions specified
in Section 275 of the Securities and Futures Act, or (c) otherwise pursuant to, and in accordance with the conditions of, any other
applicable provision of the Securities and Futures Act. Where the notes are subscribed or purchased under Section 275 of the Securities
and Futures Act by a relevant person which is:
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(a)
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a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the sole business
of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited
investor; or
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(b)
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a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is
an individual who is an accredited investor, securities (as defined in Section 239(1) of the Securities and Futures Act) of that
corporation or the beneficiaries’ rights and interests (howsoever described) in that trust shall not be transferable for
6 months after that corporation or that trust has acquired the relevant securities pursuant to an offer under Section 275 of the
Securities and Futures Act except:
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(i)
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to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and Futures Act or to any
person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act; or
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(ii)
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where no consideration is or will be given for the transfer; or
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(iii)
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where the transfer is by operation of law; or
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(iv)
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pursuant to Section 276(7) of the Securities and Futures Act; or
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(v)
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as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005
of Singapore.
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Any notes referred to herein may not be registered with any regulator,
regulatory body or similar organization or institution in any jurisdiction.
The notes are Specified Investment Products (as defined in the
Notice on Recommendations on Investment Products and Notice on the Sale of Investment Product issued by the Monetary Authority
of Singapore on 28 July 2011) that is neither listed nor quoted on a securities market or a futures market.
Non-insured Product: These notes are not insured by any governmental
agency. These notes are not bank deposits. These notes are not insured products subject to the provisions of the Deposit Insurance
and Policy Owners’ Protection Schemes Act 2011 of Singapore and are not eligible for deposit insurance coverage under the
Deposit Insurance Scheme.
Validity of the Notes
In the opinion of Davis Polk & Wardwell LLP, as special products
counsel to Citigroup Global Markets Holdings Inc., when the notes offered by this pricing supplement have been executed and issued
by Citigroup Global Markets Holdings Inc. and authenticated by the trustee pursuant to the indenture, and delivered against payment
therefor, such notes and the related guarantee of Citigroup Inc. will be valid and binding obligations of Citigroup Global Markets
Holdings Inc. and Citigroup Inc., respectively, enforceable in accordance with their respective 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 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 opinions set forth below of Scott L. Flood, General Counsel and Secretary of Citigroup Global
Markets Holdings Inc., and Barbara Politi, Assistant 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 October 14, 2016, which has
been filed as an exhibit to a Current Report on Form 8-K filed by Citigroup Inc. on October 14, 2016, 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 and the related guarantee, nor the compliance by Citigroup Global
Markets Holdings Inc. and Citigroup Inc. with the terms of the notes and the related guarantee respectively, will result in a violation
of any provision of any instrument or agreement then binding upon Citigroup Global Markets Holdings Inc. or Citigroup Inc., as
applicable, or any restriction imposed by any court or governmental body having jurisdiction over Citigroup Global Markets Holdings
Inc. or Citigroup Inc., as applicable.
In the opinion of Scott L. Flood, Secretary and General Counsel
of Citigroup Global Markets Holdings 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 Global Markets Holdings Inc.
has duly authorized the issuance and sale of such notes and such authorization has not been modified or rescinded; (ii) Citigroup
Global Markets Holdings Inc. is validly existing and in good standing under the laws of the State of New York; (iii) the indenture
has been duly authorized, executed and delivered by Citigroup Global Markets Holdings Inc.; and (iv) the execution and delivery
Citigroup Global Markets Holdings Inc.
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Callable Step-Up Coupon Notes Due March 20, 2020
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of such indenture and of the notes offered by this pricing supplement
by Citigroup Global Markets Holdings Inc., and the performance by Citigroup Global Markets Holdings 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 laws of the State of New York.
Scott L. Flood, 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 Global Markets Holdings 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 Global Markets Holdings 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.
In the opinion of Barbara Politi, Assistant General Counsel—Capital
Markets of Citigroup Inc., (i) the Board of Directors (or a duly authorized committee thereof) of Citigroup Inc. has duly authorized
the guarantee of such notes by Citigroup Inc. 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 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.
Barbara Politi, or other internal attorneys with whom she has
consulted, has examined and is familiar with originals, or copies certified or otherwise identified to her satisfaction, of such
corporate records of Citigroup Inc., certificates or documents as she has deemed appropriate as a basis for the opinions expressed
above. In such examination, she 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 her or such persons as originals,
the conformity to original documents of all documents submitted to her or such persons as certified or photostatic copies and the
authenticity of the originals of such copies.
Additional Terms of the Notes
The section “Description of Debt Securities—Covenants—Limitations
on Mergers and Sales of Assets” in the accompanying prospectus shall be amended to read in its entirety as follows:
The indenture provides that neither Citigroup Global Markets
Holdings nor Citigroup will merge or consolidate with another entity or sell other than for cash or lease all or substantially
all its assets to another entity, except, in the case of Citigroup, if such lease or sale is to one or more of its Subsidiaries,
unless:
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·
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either (1) the Citi entity is the continuing entity, or (2) the successor
entity, if other than the Citi entity, is a U.S. corporation, partnership or trust and expressly assumes by supplemental indenture
the obligations of the Citi entity evidenced by the securities issued pursuant to the indenture; and
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immediately after the transaction, there would not be any default in
the performance of any covenant or condition of the indenture (
Sections 5.05 and 16.05
).
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Other than the restrictions described above, the indenture does
not contain any covenants or provisions that would protect holders of the debt securities in the event of a highly leveraged transaction.
Additional Information
We reserve the right to withdraw, cancel or modify any offering
of the notes and to reject orders in whole or in part prior to their issuance.
© 2017 Citigroup Global Markets Inc. All rights reserved.
Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout
the world.
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