Citigroup Announces Upsizing and Early Tender Results of Offers to Purchase Specified Series of Outstanding Notes

NEW YORK--()--Citigroup Inc. (“Citigroup”) announced today that it (i) has increased the maximum aggregate principal amounts of the specified series of notes set forth in the second table below (the “Maximum Tender Notes”) that it will accept (each, a “Maximum Series Tender Cap”) and (ii) intends to accept the aggregate principal amounts of each series of notes (the Maximum Tender Notes, together with the “Any and All Notes” set forth in the first table below, the “Notes”) that were validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on December 7, 2015 (the “Early Tender Date”) pursuant to its previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”), as set forth in the tables below. All Notes that have been validly tendered at or prior to the Early Tender Date and are accepted in the Offers will be purchased, retired and cancelled by Citigroup on the early settlement date, which is expected to occur on December 10, 2015 (the “Early Settlement Date”).

In addition, as of the Early Tender Date, Citigroup and its wholly owned subsidiary, CitiFinancial Credit Company (formerly known as Commercial Credit Company) (“CCC”), have not received the requisite consents sufficient to effect all of the proposed amendments to the indenture governing the Any and All Notes as set forth in the Offer to Purchase and Consent Solicitation Statement dated November 17, 2015 (as may be amended or supplemented from time to time, the “Offer to Purchase”) and the related consent and letter of transmittal for the Notes (as it may be amended or supplemented from time to time, the “Letter of Transmittal”), pursuant to which the Offers and the consent solicitation are being made. The consents are being solicited to eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture governing the Any and All Notes. Citigroup and CCC will continue to accept consents that are validly delivered after the Early Tender Date and at or prior to the Expiration Date (as defined below), but holders of Any and All Notes that validly deliver their consents after the Early Tender Date will not be eligible to receive the Early Tender Premium. If the requisite consents are received prior to the Expiration Date, CCC intends to execute a supplemental indenture effecting the proposed amendments to the indenture governing the Any and All Notes, and the supplemental indenture will be binding on the holders of the Any and All Notes not purchased in the Offer for the Any and All Notes.

These Offers 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. $33.8 billion of securities, excluding exchanged securities, of which U.S. $11.7 billion was redeemed or retired in 2014, 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 following tables set forth details of each series of Notes that is subject to the Offers, the aggregate principal amounts of each series of Notes that were validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on the Early Tender Date, the aggregate principal amounts of each series of Notes that Citigroup intends to accept for purchase as of the Early Tender Date and the original and revised Maximum Series Tender Cap for each applicable series of Maximum Tender Notes. The Maximum Series Tender Cap for each of the 5.500% Notes due 2017, 6.125% Notes due 2018 and 4.950% Notes due 2043 remains unchanged.

Any and All Notes

                 
     
Title of Security CUSIP Principal Amount
Outstanding as of the Early Tender Date
Aggregate Principal Amount Tendered Prior to Early Tender Date Aggregate Principal Amount To Be Accepted as of Early Tender Date
7.875% Notes due 2025 issued by CCC 201615CY5 $143,300,000 $13,106,000 $13,106,000
 

Maximum Tender Notes

                       
Title of
Security
      CUSIP       Principal Amount
Outstanding as of Early Tender Date
Original Maximum
Series Tender Cap
Revised Maximum Series Tender Cap Aggregate Principal
Amount Tendered
Prior to Early Tender
Date
Aggregate Principal
Amount to Be Accepted
as of Early Tender
Date
5.500% Notes due 2017 issued by Citigroup 172967DY4 $1,018,593,000 $615,000,000 Unchanged $479,614,000 $479,614,000
 
6.000% Notes due 2017 issued by Citigroup 172967EH0 $1,524,520,000 $915,000,000 $958,493,000 $958,493,000 $958,493,000
 
6.125% Notes due 2017 issued by Citigroup 172967EM9 $3,374,259,000 $2,025,000,000 $2,092,761,000 $2,092,761,000 $2,092,761,000
 
6.125% Notes due 2018 issued by Citigroup 172967ES6 $2,268,894,000 $1,365,000,000 Unchanged $1,331,329,000 $1,331,329,000
 
3.375% Notes due 2023 issued by Citigroup 172967GL9 $737,482,000 $125,000,000 $272,864,000 $272,864,000 $272,864,000
 
3.875% Notes due 2023 issued by Citigroup 172967HD6 $2,000,000,000 $200,000,000 $567,486,000 $567,486,000 $567,486,000
 
5.850% Notes due 2034 issued by Citigroup 172967CT6 $189,750,000 $20,000,000 $29,132,000 $29,132,000 $29,132,000
 
8.125% Notes due 2039 issued by Citigroup 172967EW7 $2,436,000,000 $125,000,000 $500,000,000 $1,129,597,000 $500,000,000
 
4.950% Notes due 2043 issued by Citigroup 172967HE4 $478,858,000 $50,000,000 Unchanged $113,086,000 $50,000,000

The Offers are being made pursuant to the Offer to Purchase and the related 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.

The Early Tender Date for the Offers has now passed. Because the aggregate principal amount of the 6.000% Notes due 2017, 6.125% Notes due 2017, 3.375% Notes due 2023, 3.875% Notes due 2023 and 5.850% Notes due 2034 tendered at or prior to the Early Tender Date exceeded the applicable original Maximum Series Tender Cap, Citigroup will not accept for purchase any additional Notes of these series tendered after the Early Tender Date. All the Notes of these series that were validly tendered at or prior the Early Tender Date will be accepted for purchase on the Early Settlement Date.

Because the aggregate principal amount of the 8.125% Notes due 2039 and 4.950% Notes due 2043 tendered at or prior to the Early Tender Date exceeded the applicable revised Maximum Series Tender Cap for such series, the amount of Maximum Tender Notes for such series that is purchased on the Early Settlement Date will be determined in accordance with the applicable proration procedures described in the Offer to Purchase with respect to the Offer for the Maximum Tender Notes for such series. Citigroup expects to return any Maximum Tender Notes tendered but not accepted for purchase on the Early Settlement Date and will not accept for purchase any additional Notes of such series as part of the Offers subsequent to the Early Tender Date.

Because the aggregate principal amount of the 5.500% Notes due 2017 and 6.125% Notes due 2018 tendered at or prior to the Early Tender Date did not exceed the Maximum Series Tender Cap for such series, Citigroup will continue to accept for purchase Notes of these series up to the Maximum Series Tender Cap for such series (subject to possible proration) and will continue to accept for purchase the Any and All Notes. Citigroup intends to accept for purchase all of the Notes of these series that were validly tendered at or prior the Early Tender Date on the Early Settlement Date. Holders of these series of Notes that are validly tendered after the Early Tender Date and accepted for purchase will receive the applicable Tender Offer Consideration, which is equal to the applicable Total Consideration minus the applicable Early Tender Premium.

The expiration date for the Offers continues to be 11:59 p.m., New York City time, on December 21, 2015, unless extended or earlier terminated (the “Expiration Date”). Payment for Notes accepted for purchase after the Early Tender Date will be made on the final settlement date, which is anticipated to be December 28, 2015.

The Withdrawal Date for the Offers has now passed. Notes already tendered pursuant to the Offers may no longer be withdrawn, and any other Notes tendered prior to the Expiration Date may not be withdrawn.

The obligation of Citigroup to accept for purchase, and to pay the Tender Offer Consideration or the Total Consideration, as the case may be, for Notes validly tendered pursuant to the Offers is subject to, and conditional upon, the satisfaction or, where applicable, waiver of a number of conditions described in the Offer to Purchase and to proration. Citigroup reserves the right, in its sole discretion, to waive any one or more of the conditions at any time.

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

For additional information regarding the terms of the Offers, please contact Citigroup Global Markets Inc. at either (800) 558-3745 (toll free) or (212) 723-6106. Requests for documents and questions regarding the tender of Notes may be directed to Global Bondholder Services Corporation at (866) 470-4300 (toll free) or (212) 430-3774 (collect).

The Offer to Purchase and related Letter of Transmittal were first distributed to holders of Notes on November 17, 2015. Copies of the Offer to Purchase and the Letter of Transmittal may be obtained at no charge from Global Bondholder Services Corporation.

None of Citigroup or CCC or their respective board of directors, the dealer manager and solicitation agent, the depository or the information agent makes any recommendation as to whether any Holder of the Notes subject to the Offers should tender or refrain from tendering all or any portion of the principal amount of the Notes.

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 is making 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 and successful completion of the Offers (including the satisfaction of the conditions described in the Offer to Purchase), the possible further amendment, extension or abandonment of one or more 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