LONDON--()--NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.
On 21 November 2012, Citigroup Inc. (the “Company”) announced its invitation to eligible holders (the “Noteholders”) of its €1,500,000,000 7.375% Fixed Rate Senior Notes due 16 June 2014 (the “2014 Notes”) and €1,250,000,000 4.000% Fixed Rate Senior Notes due 26 November 2015 (the “2015 Notes”, and together with the 2014 Notes, the “Notes”) to tender their Notes for purchase by the Company for cash (each such invitation, an “Offer”, and together, the “Offers”).
Notes tendered and accepted pursuant to these Offers, totaling €672,510,000, reflect Citigroup’s continued robust liquidity position and are consistent with its recent liability management initiatives. Year-to-date, and excluding these Offers, Citigroup has decreased its outstanding long-term debt by approximately $13.9 billion through liability management initiatives, including the previously announced redemptions of trust preferred securities. Coupled with the ongoing natural maturing of long-term debt that requires no refinancing, these initiatives result in lower borrowing costs and reduce the overall level of Citigroup’s long-term debt outstanding. Citigroup will continue to consider opportunities to repurchase its long-term as well as short-term debt based on several factors, including without limitation the economic value, potential impact on Citigroup’s net interest margin and borrowing costs and the overall remaining tenor of its debt portfolio.
The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated 21 November 2012 (the “Tender Offer Memorandum”) as supplemented by the announcement made on 6 December 2012. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.
The Company hereby announces that it has accepted for purchase (i) all 2014 Notes validly tendered in full; and (ii) the 2015 Notes validly tendered with a Scaling Factor of 39.09% in order to achieve the repurchase of €75 million in nominal amount of 2015 Notes, and resulting in an aggregate nominal amount of Notes repurchased of €672,510,000. The Purchase Price for each Series of Notes was determined at or around 2:00 p.m. (London time) today in accordance with the terms set out in the Tender Offer Memorandum by reference to the sum of the relevant Fixed Spread and the Interpolated Reference Rate or the Interpolated Mid-Swap Rate (as applicable) as follows:
|2014 Notes||2015 Notes|
|Outstanding Nominal Amount||€1,500,000,000||€1,199,592,000|
|Maximum Series Tender Cap||€650,000,000||€75,000,000|
|Nominal Amount accepted for purchase||€597,510,000||€75,000,000|
|Benchmark||Interpolated Reference Rate||Interpolated Mid-Swap Rate|
|Interpolated Reference Rate or Interpolated Mid-Swap Rate||0.431%||0.412%|
|Fixed Spread||25 bps||65 bps|
|Outstanding Nominal Amount after the Settlement Date||€902,490,000||€1,124,592,000|
The applicable Purchase Price, together with Accrued Interest, will be paid to Noteholders whose Notes have been accepted for purchase by the Company. The Settlement Date for the Offers is expected to be 12 December 2012.
Citigroup Inc. has retained its affiliate Citigroup Global Markets Limited to serve as Dealer Manager and Lucid Issuer Services Limited has been retained to serve as Tender Agent for the Offers.
For additional information regarding the terms of the Offers, please contact: Citigroup Global Markets Limited at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, Attention: Liability Management Group, or by telephone at +44 20 7986 8969 or email firstname.lastname@example.org. Requests for documents and questions regarding the tender of Notes may be directed to Lucid Issuer Services Limited, Leroy House, 436 Essex Road, London N1 3QP. United Kingdom, Attention: Paul Kamminga, or by telephone at +44 20 7704 0880 or email email@example.com.
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Notes in the Offers. None of Citigroup Inc., the Dealer Managers or the Tender Agent nor any of their respective directors, employees or affiliates makes any recommendation whether Noteholders should tender Notes in the Offers.
Citi, the leading global bank, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citi 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, and wealth management. Additional information may be found at www.citigroup.com.
Certain statements in this release, including without limitation the anticipated consummation and successful completion of the Offers (including the satisfaction of the conditions described in the Tender Offer Memorandum), the possible amendment, extension or abandonment of one or more of the Offers, and Citigroup Inc.’s successful execution of its liability management strategy, are “forward-looking statements” within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission. 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 in the Tender Offer Memorandum, and those contained in Citigroup Inc.’s filings with the U.S. Securities and Exchange Commission, including without limitation the “Risk Factors” section of Citigroup Inc.’s 2011 Annual Report on Form 10-K.