New Issue: Citigroup details $3.2 billion sale of fixed-to-floating subordinated notes due 2034

By Marisa Wong and Cristal Cody

Chicago, May 23 – Citigroup Inc. disclosed details of its $3.2 billion fixed-to-floating rate subordinated notes due 2034 (Baa2/BBB/BBB+) in an FWP filing with the Securities and Exchange Commission.

The notes start with a 6.174% coupon that resets to SOFR plus 266.1 basis points.

The notes are callable in whole on May 25, 2033 or in whole or in part beginning April 25, 2034, in each case at par. The notes are also callable for tax reasons.

The notes priced at par, or at Treasuries plus 245 bps.

Initial price talk was in the 280 bps area, as previously reported.

The deal was upsized from $2 billion, playing to $15 billion of demand, according to a market source.

Citigroup Global Markets Inc. is the bookrunner for the SEC-registered offering. Joint lead managers were Academy Securities, Inc., American Veterans Group, PBC, AmeriVet Securities, Inc., Bancroft Capital, LLC, CAVU Securities, LLC, Drexel Hamilton, LLC, Mischler Financial Group, Inc., Multi-Bank Securities, Inc. and Roberts and Ryan Investments, Inc.

The financial services company is based in New York.

Issuer:	Citigroup Inc.
Amount:	$3.2 billion
Issue:	Fixed-to-floating rate subordinated notes
Maturity:	May 25, 2034
Bookrunners:	Citigroup Global Markets Inc.
Joint lead managers:	Academy Securities, Inc., American Veterans Group, PBC, AmeriVet Securities, Inc., Bancroft Capital, LLC, CAVU Securities, LLC, Drexel Hamilton, LLC, Mischler Financial Group, Inc., Multi-Bank Securities, Inc. and Roberts and Ryan Investments, Inc.
Senior co-managers:	Barclays, BBVA Securities Inc., BMO Capital Markets Corp., Capital One Securities, Inc., CIBC World Markets Corp., HSBC Securities (USA) Inc., ING Financial Markets LLC, Intesa Sanpaolo SpA, Lloyds Securities Inc., MUFG Securities Americas Inc., Natixis Securities Americas LLC, Nordea Bank Abp, PNC Capital Markets LLC, RBC Capital Markets, LLC, Santander US Capital Markets LLC, Scotia Capital (USA) Inc., SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., Standard Chartered Bank, TD Securities (USA) LLC, Truist Securities, Inc., U.S. Bancorp Investments, Inc. and UBS Securities LLC
Junior co-managers:	ANZ Securities, Inc., Apto Partners, LLC, Banco de Sabadell, SA, Bank of China Ltd., London Branch, BNY Mellon Capital Markets, LLC, C.L. King & Associates, Inc., Cabrera Capital Markets LLC, CastleOak Securities, LP, China Citic Bank International Ltd., Citizens Capital Markets, Inc., Commerz Markets LLC, Commonwealth Bank of Australia, Danske Markets Inc., DBS Bank Ltd., Desjardins Securities Inc., Deutsche Bank Securities Inc., DZ Financial Markets LLC, Emirates NBD Bank PJSC, Erste Group Bank AG, Fifth Third Securities, Inc., Great Pacific Securities, Huntington Securities, Inc., ICBC Standard Bank plc, Independence Point Securities LLC, KeyBanc Capital Markets Inc., M&T Securities, Inc., Mashreqbank psc, Mediobanca - Banca di Credito Finanziario SpA, Melvin Securities LLC, Mizuho Securities USA LLC, nabSecurities, LLC, National Bank of Canada Financial Inc., NatWest Markets Securities Inc., Nomura Securities International, Inc., Oversea-Chinese Banking Corp. Ltd., Penserra Securities LLC, R. Seelaus & Co., LLC, Rabo Securities USA, Inc., RB International Markets (USA) LLC, Regions Securities LLC, Samuel A. Ramirez & Co., Inc., San Blas Securities, LLC, Security Capital Brokerage, Inc., Stern Brothers & Co., Tigress Financial Partners LLC, United Overseas Bank Ltd. and Westpac Capital Markets LLC
Coupon:	6.174% starting rate, resets to SOFR plus 266.1 bps
Price:	Par
Yield:	6.174%
Spread:	Treasuries plus 245 bps
Call options:	In whole on May 25, 2033 or in whole or in part beginning April 25, 2034, in each case at par; in whole at par for tax purposes
Trade date:	May 22
Settlement date:	May 25
Ratings:	Moody’s: Baa2
	S&P: BBB
	Fitch: BBB+
Distribution:	SEC registered
Price talk:	Treasuries plus 280 bps area
Cusip:	17327CAR4

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