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Press release from Business Wire

Citigroup Announces Expiration and Final Tender Results of Offers to Purchase Seven Series of Outstanding Notes

Thursday, September 12, 2013

Citigroup Announces Expiration and Final Tender Results of Offers to Purchase Seven Series of Outstanding Notes

09:00 EDT Thursday, September 12, 2013

NEW YORK (Business Wire) -- Citigroup Inc. (“Citigroup”) announced today the expiration and final tender results of its previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) with respect to each series of notes listed in the table below (the “Notes”).

These Offers, in which Notes totaling approximately $3,550,052,000, are being accepted, are consistent with Citigroup's liability management strategy, and reflect its ongoing efforts to enhance the efficiency of its funding and capital structure. Since the beginning of 2012, Citigroup has retired approximately US$25 billion of senior debt, subordinated debt, preferred and trust preferred securities, reducing Citigroup's overall funding costs and efficiently deploying its ample liquidity. Citigroup will continue to consider opportunities to redeem or repurchase securities, based on several factors, including without limitation, the economic value, potential impact on Citigroup's net interest margin and borrowing costs, the overall remaining tenor of Citigroup's debt portfolio, as well as overall market conditions.

As the Expiration Date for the Offers was September 11, 2013, the deadline for tendering Notes pursuant to the Offers has now passed. Holders of Notes that were validly tendered pursuant to the Offers as of the Early Tender Date and are accepted for purchase will be entitled to receive the applicable Total Consideration, which is inclusive of the Early Tender Premium, plus accrued and unpaid interest to, but not including, the Settlement Date for such Notes. Holders of Notes that were validly tendered after the Early Tender Date and are accepted for purchase will be entitled to receive the applicable Tender Offer Consideration which is equal to the Total Consideration applicable to that series of Notes less the Early Tender Premium, plus accrued and unpaid interest to, but not including, the Settlement Date for such Notes. The Settlement Date is expected to occur on September 16, 2013 for all series of Notes.

Because the aggregate principal amount of Notes of certain series validly tendered in an Offer exceeds the Maximum Series Tender Cap for such series, subject to the terms and conditions of the Offers, Citigroup has accepted tendered Notes of such series on a pro rata basis as described in the Offer to Purchase. Pursuant to the Offers, Citigroup has accepted for purchase the aggregate principal amount of each series of Notes set forth in the table below. The following table also sets forth the aggregate principal amount of each series of Notes that was validly tendered and not validly withdrawn prior to the Expiration Date and the aggregate principal amount of each such series that was accepted for purchase.

 



Title of Security
   


CUSIP / ISIN
     

Exchange
Listing
     
Principal Amount Outstanding
     
Maximum Series Tender Cap
      Aggregate Principal Amount Tendered Pursuant to the Offers      
Aggregate Principal Amount Accepted Pursuant to the Offers
6.375% Notes due 2014 172967 EY 3 / US172967EY38 Luxembourg Stock Exchange $2,325,450,000 $650,000,000 $1,322,384,000 $650,047,000
5.500% Notes due 2014 172967 EZ 0 / US172967EZ03 Luxembourg Stock Exchange $1,927,004,000 $580,000,000 $1,044,506,000 $580,000,000
6.010% Notes due 2015 172967 FA 4 / US172967FA43 Luxembourg Stock Exchange $1,693,491,000 $275,000,000 $842,926,000 $275,000,000
4.750% Notes due 2015 172967 FD 8/ US172967FD81
172967 FJ 5/ USU172967FJ51
U17406 GU 4/ USU17406GU47
Luxembourg Stock Exchange $2,185,809,000 $655,000,000 $1,240,872,000 $655,005,000
5.850% Notes due 2034 172967 CT 6 / US172967CT60 Luxembourg Stock Exchange $542,526,000 $165,000,000 $209,230,000 $165,000,000
5.875% Notes due 2037 172967 EC 1 / US172967 EC18 Luxembourg Stock Exchange $618,728,000 $185,000,000 $366,689,000 $185,000,000
6.875% Notes due 2038 172967 EP 2/ US172967 EP21 Luxembourg Stock Exchange $2,238,746,000 $1,040,000,000 $1,531,769,000 $1,040,000,000
 

The Offers were made pursuant to the offer to purchase dated August 14, 2013 (as amended or supplemented through the Expiration Date, the “Offer to Purchase”), and the related letters of transmittal (as amended or supplemented through the Expiration Date, the “Letters of Transmittal”) which set forth in more detail the terms and conditions of the Offers. Capitalized terms used but not otherwise defined in this announcement shall have the meaning given to them in the Offer to Purchase.

Citigroup retained its affiliate, Citigroup Global Markets Inc., to serve as the dealer manager for the Offers. Global Bondholder Services Corporation was retained to serve as the depositary and information agent with respect to the Notes.

The Offer to Purchase and related Letter of Transmittal were first distributed to holders of Notes on August 14, 2013 and published on the website of the Luxembourg Stock Exchange (www.bourse.lu) on August 14, 2013. Copies of the Offer to Purchase and Letter of Transmittal may also be obtained at no charge from Global Bondholder Services Corporation.

This press release is neither an offer to purchase nor a solicitation to buy any of these Notes nor is it a solicitation for acceptance of any of the Offers. Citigroup made the Offers only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The Offers are not being made to (nor will tenders of Notes be accepted from or on behalf of) holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This announcement must be read in conjunction with the Offer to Purchase and, where applicable, the related Letter of Transmittal.

United Kingdom. The communication of the Offer to Purchase and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or within Article 43(2) of the Order, or high net worth companies, and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order.

Citigroup, the leading global bank, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citigroup provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management. Additional information may be found at www.citigroup.com.

Certain statements in this release, including without limitation the anticipated consummation of the Offers and Citigroup's continued successful execution of its liability management strategy, are “forward-looking statements” within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, including without limitation (i) the level of participation in the Offers, and (ii) the precautionary statements included in this release and those contained in Citigroup's filings with the U.S. Securities and Exchange Commission, including without limitation the “Risk Factors” section of Citigroup's 2012 Annual Report on Form 10-K.

Citigroup Inc.
Media:
Mark Costiglio, 212-559-4114
or
Shannon Bell, 212-793-6206
or
Investors:
Susan Kendall, 212-559-2718
or
Fixed Income Investors:
Peter Kapp, 212-559-5091

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