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 $297,990,000, 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. In 2013, Citigroup redeemed
U.S. $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.
As the Expiration Date for the Offers was March 14, 2014, 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 March 19, 2014 for all series of Notes.
Citigroup has elected to accept for purchase all Notes tendered pursuant
to the Offers as set forth in the table below. The following table 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validly tendered and not validly withdrawn prior to the Expiration Date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.
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Aggregate
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Aggregate Principal
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Principal
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Maximum
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Principal Amount
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Amount Accepted
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Exchange
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Amount
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Series
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Tendered Pursuant
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Pursuant to the
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Title of Security
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CUSIP / ISIN
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Listing
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Outstanding
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Tender Cap
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to the Offers
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Offers
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5.850% Notes due 2034
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172967CT6/US172967CT60
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Luxembourg Stock Exchange
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$326,241,000
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$65,000,000
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$22,292,000
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$22,292,000
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5.875% Notes due 2037
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172967EC1/US172967EC18
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Luxembourg Stock Exchange
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$302,935,000
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$105,000,000
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$100,174,000
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$100,174,000
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6.875% Notes due 2038
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172967EP2/US17296 EP21
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Luxembourg Stock Exchange
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$918,041,000
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$175,000,000
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$175,524,000
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$175,524,000
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The Offers were made pursuant to the offer to purchase dated February
14, 2014 (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 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.
The Offer to Purchase and related Letter of Transmittal were first
distributed to holders of Notes on February 14, 2014 and published on
the website of the Luxembourg Stock Exchange (www.bourse.lu)
on February 14, 2014. 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 2013 Annual Report on Form 10-K.
Copyright Business Wire 2014