New Issue: Citigroup prices $5.25 billion of senior notes in three parts

By Cristal Cody

Chicago, March 11 – Citigroup, Inc. priced $5.25 billion of notes in three tranches (A3/BBB+/A) on Thursday, according to multiple FWP filings with the Securities and Exchange Commission and additional information filling in on some of the details from a market source.

Two of the notes were priced with the same five-year tenor.

A $500 million floating-rate tranche priced with a coupon based on SOFR plus 152.8 basis points.

The issuer has two opportunities to redeem the notes early at par: either on March 17, 2025 or any time after Feb. 17, 2026.

The second tranche due 2026, a $1.75 billion issue, starts with a fixed-rate coupon that converts to a floating rate. The coupon starts at 3.29% and converts to SOFR plus 152.8 bps for the final year. The spread priced out as Treasuries plus 140 bps versus talk in the 155 bps area.

The notes have six months of full call protection and then a make-whole call at Treasuries plus 21 bps until March 17, 2025 when they may be redeemed at par going forward.

The bulk of Thursday’s offering came in the form of $3 billion fixed-to-floating rate callable senior notes due 2033.

The rate starts at 3.785% and converts to a floating rate on March 17, 2032 at SOFR plus 193.94 bps. Spread pricing was at Treasuries plus 180 bps against talk in the Treasuries plus 195 bps area.

Like the second tranche, the notes cannot be called before Sept. 17. After that date, there is a make-whole premium at Treasuries plus 27 bps until the par call date, March 17, 2032.

All of the notes priced at par.

Citigroup Global Markets Inc. was the bookrunner.

The investment bank and financial services company is based in New York.

Issuer:	Citigroup, Inc.
Amount:	$5.25 billion
Issue:	Senior notes
Bookrunner:	Citigroup Global Markets Inc.
Trade date:	March 10
Settlement date:	March 17
Ratings:	Moody’s: A3
	S&P: BBB+
	Fitch: A
Distribution:	SEC registered
Floating
Amount:	$500 million
Issue:	Floating-rate senior notes
Maturity:	March 17, 2026
Co-managers:	C.L. King & Associates, Inc., MFR Securities, Inc., North South Capital, R. Seelaus & Co., LLC, Siebert Williams Shank & Co., LLC, Stern Brothers & Co., Telsey Advisory Group LLC and Tigress Financial Partners, LLC
Coupon:	SOFR plus 152.8 bps
Price:	Par
Call features:	At par on March 17, 2025 or any time after Feb. 17, 2026
Cusip:	172967NM9
2026 fixed-to-floating
Amount:	$1.75 billion
Issue:	Fixed-to-floating rate callable senior notes
Maturity:	March 17, 2026
Co-managers:	C.L. King & Associates, Inc., MFR Securities, Inc., North South Capital, R. Seelaus & Co., LLC, Siebert Williams Shank & Co., LLC, Stern Brothers & Co., Telsey Advisory Group LLC and Tigress Financial Partners, LLC
Coupon:	3.29% starting rate; converts to SOFR plus 152.8 bps starting March 17, 2025
Price:	Par
Yield:	3.29%
Spread:	Treasuries plus 140 bps
Call features:	Make-whole call starting Sept. 17, 2022 at Treasuries plus 21 bps until March 17, 2025; thereafter at par
Price talk:	Treasuries plus 155 bps area
Cusip:	172967NL1
2033 notes
Amount:	$3 billion
Issue:	Fixed-to-floating rate callable senior notes
Maturity:	March 17, 2033
Senior co-managers:	Agricultural Bank of China Limited Hong Kong Branch, ANZ Securities, Inc., Barclays, BBVA Securities Inc., BMO Capital Markets Corp., Capital One Securities, Inc., Danske Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., ICBC Standard Bank plc, ING Financial Markets LLC, Intesa Sanpaolo SpA, Lloyds Securities Inc., Mizuho Securities USA LLC, MUFG, PNC Capital Markets LLC, RBC Capital Markets, LLC, Roberts & Ryan Investments, Inc., Santander Investment Securities Inc., Scotia Capital (USA) Inc., SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., Standard Chartered Bank, TD Securities (USA) LLC, UniCredit Capital Markets LLC and Westpac Capital Markets LLC
Junior co-managers:	ABN Amro Securities (USA) LLC, Academy Securities, Inc., Cabrera Capital Markets LLC, CaixaBank, SA, CastleOak Securities, LP, CIBC World Markets Corp., Commonwealth Bank of Australia, Credit Agricole Securities (USA) Inc., Drexel Hamilton, LLC, Erste Group Bank AG, Fifth Third Securities, Inc., Huntington Securities, Inc., Jefferies LLC, KeyBanc, Capital Markets Inc., nabSecurities, LLC, Natixis Securities Americas LLC, NatWest Markets Securities Inc., Netrex Capital Markets, LLC, Nomura Securities International, Inc., RB International Markets (USA) LLC, Regions Securities LLC, Swedbank AB (publ) Truist Securities, Inc., U.S. Bancorp Investments, Inc. and UBS Securities LLC
Coupon:	3.785% starting rate; converts to SOFR plus 193.94 bps on March 17, 2032
Price:	Par
Yield:	3.785%
Spread:	Treasuries plus 180 bps
Call features:	Starting Sept. 17, 2022 with make-whole call at Treasuries plus 27 bps until March 17, 2032; thereafter at par
Price talk:	Treasuries plus 195 bps area
Cusip:	172967NN7

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