On 25 April 2014, Citigroup Inc. (NYSE: C)(the “Company”) announced its invitation to eligible holders (the “Noteholders”) of its €1,250,000,000 4.25% Fixed Rate / Floating Rate Callable Subordinated Notes due 2030 (ISIN: XS0213026197) (the “Euro 2030 Notes”), €1,250,000,000 4.75% Fixed Rate / Floating Rate Callable Subordinated Notes due 2017 (ISIN: XS0303074883) (the “Euro 2017 Notes” and together with the Euro 2030 Notes, the “Euro Notes”) and its CHF300,000,000 2.75% Fixed Rate / Floating Rate Callable Subordinated Notes due 2021 (ISIN: CH0024683192) (the “Swiss Franc Notes”, and together with the Euro Notes, the “Notes” and each a “Series”) to tender their Notes for purchase by the Company for cash (each such invitation, an “Offer”, and together, the “Offers”).
The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated 25 April 2014 (the “Tender Offer Memorandum”). Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.
As Citi continues to enhance the efficiency of its funding and capital structure, maintaining an active liability management strategy allows Citi to replace its higher coupon and other less efficient securities at attractive levels. In 2013, Citi redeemed $12 billion of securities reducing its overall funding costs. 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, capital impact, as well as overall market conditions.
The Offers expired at 4:00 p.m. (London time) on 8 May 2014. The Clearing Spread in relation to the Euro 2030 Notes has been set at 160 bps. The Company hereby announces that it intends to accept for purchase (i) the Euro 2030 Notes validly tendered at or below the Clearing Spread in full; and (ii) all Euro 2017 Notes and Swiss Franc Notes validly tendered in full. The Company therefore intends to increase the Maximum Acceptance Amount in relation to the Swiss Franc Notes to approximately CHF118 million as permitted in the Tender Offer Memorandum.
|Title of Notes||ISIN||Current Coupon||Outstanding Nominal Amount||Benchmark||
Indicative Series Acceptance Amount
|Indicative Scaling Factor||Clearing Spread|
|Euro 2030 Offer: Modified Dutch Auction|
|XS0213026197||4.25%||€890,240,000||Interpolated Mid-Swap Rate||Approximately €75 million||N/A||160 bps|
|Euro 2017 Offer: Fixed Price Repurchase|
1 month Euribor
|€1,200,000,000||N/A||Approximately €133 million||N/A||N/A|
|Swiss Franc Offer: Fixed Price Repurchase|
|N/A||Approximately CHF118 million||N/A||N/A|
Pricing of the Euro 2030 Notes will take place at or around 1:00 p.m. (London time) today 9 May 2014 (the “Pricing Time”). As soon as reasonably practicable after the Pricing Time, the Company will announce its final decision as to whether it will accept valid tenders of each Series of Notes for purchase pursuant to the Offers and, if so accepted, (i) the final Series Acceptance Amount and any final Scaling Factor for each Series of Notes accepted for purchase, and (ii) the Interpolated Mid-Swap Rate, the Purchase Yield and the Purchase Price in respect of the Euro 2030 Notes.
The Settlement Date for the Offers is expected to be 16 May 2014.
Citigroup Inc. has retained its affiliate Citigroup Global Markets Limited to serve as the Dealer Manager, and its affiliate Citibank, N.A., London Branch 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. For any questions regarding the tender of Notes, please contact Citibank, N.A., London Branch at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, Attention: Exchange Team, or by telephone at +44 20 7508 3867 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 Manager or the Tender Agent nor any of their respective directors, employees or affiliates makes any recommendation whether Noteholders should tender Notes in the Offers.
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 2013 Annual Report on Form 10-K.
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, transaction services, and wealth management. Additional information may be found at www.citigroup.com.
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