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

NEW YORK--()--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 U.S. $406 million 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 2013, Citigroup redeemed or retired U.S. $22.7 billion of securities, excluding exchanged securities, of which U.S. $0.5 billion was redeemed or retired in 2015, reducing Citigroup’s 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 final Settlement Date (the “Final Settlement Date”) is expected to occur on March 12, 2015 for all series of Notes.

As the Expiration Date for the Offers was March 9, 2015, the deadline for tendering Notes pursuant to the Offers has now passed. On the Early Tender Date, Citigroup accepted an aggregate principal amount of U.S. $302.7 million of the 6.125% Subordinated Notes due 2036 and U.S. $73.3 million of the 6.875% Senior Notes due 2038, equal to the relevant Maximum Series Tender Cap of each series of such Notes as previously upsized by Citigroup, and purchased such Notes on the Early Settlement Date. The Holders of such Notes that validly tendered their Notes on or prior to the Early Tender Date received the applicable Total Consideration, inclusive of the Early Tender Premium, plus accrued and unpaid interest to, but not including, the Early Settlement Date. Because the aggregate principal amount of such Notes accepted for purchase on the Early Settlement Date equaled the upsized Maximum Series Tender Cap for each series of Notes, Citigroup did not accept for purchase any additional such Notes tendered after the Early Tender Date. Any of the 6.125% Subordinated Notes due 2036 and 6.875% Senior Notes due 2038 that were tendered after the Early Tender Date and on or prior to the Expiration Date will be returned to the Holders of such Notes.

On the Early Tender Date, Citigroup accepted an aggregate principal amount of U.S. $30.1 million of the 5.875% Subordinated Notes due 2033 and purchased such Notes on the Early Settlement Date. Because the aggregate principal amount of such Notes accepted for purchase on the Early Settlement Date did not exceed the applicable Maximum Series Tender Cap, Citigroup has accepted all such Notes validly tendered after the Early Tender Date, but on or prior to the Expiration Date. Holders of these Notes are entitled to receive the applicable Tender Offer Consideration which is equal to the Total Consideration applicable to such Notes less the Early Tender Premium, plus accrued and unpaid interest to, but not including, the Final Settlement Date.

The following table sets forth the aggregate principal amount of each series of Notes that were validly tendered and accepted for purchase on or prior to the Expiration Date.

Title of Security

 

CUSIP / ISIN

 

Exchange
Listing

 

Principal
Amount
Outstanding

 

Revised
Maximum Series
Tender Cap

 

Aggregate
Principal Amount
Tendered Pursuant
to the Offer

 

Aggregate
Principal Amount
Accepted Pursuant
to the Offer

5.875% Subordinated Notes due 2033 172967BU4/US172967BU43 Luxembourg Stock Exchange $850,000,000 $95,000,000 $30,222,000 $30,222,000
6.125% Subordinated Notes due 2036 172967DR9/US172967DR95 Luxembourg Stock Exchange $2,000,000,000 $302,680,000 $302,680,000 $302,680,000
6.875% Senior Notes due 2038 172967EP2/US172967EP21 Luxembourg Stock Exchange $667,517,000 $73,341,000 $73,346,000 $73,341,000
 

The Offers were made pursuant to the offer to purchase dated February 9, 2015 (as amended or supplemented through the Expiration Date, the “Offer to Purchase”), and the related letter of transmittal (as amended or supplemented through the Expiration Date, the “Letter 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 sole dealer manager for the Offers. Global Bondholder Services Corporation was retained to serve as the depositary and information agent with respect to the Notes. Copies of the Offer to Purchase and Letter of Transmittal may 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 have not been made to (nor have tenders of Notes been 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 2014 Annual Report on Form 10-K.

Contacts

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

Contacts

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