New Issue: Citigroup $750 million exchangeable into News Corp. yields Libor plus 5 bps, up 53.5%

Nashville, Jan. 22 - Citigroup Global Markets Holdings Inc. sold $750 million of five-year mandatory exchangeable notes that convert into News Corp. shares. The notes priced via sole manager Citigroup Global Markets Inc. at par of 37.83575 to yield the three-month Libor plus 5 basis points with a 53.5% initial conversion premium.

The issue priced cheaply outside of price talk that put the yield at the three-month Libor minus 50 basis points to the three-month Libor flat, up 53.5%.

Holders will have dividend protection by way of a pass through of common dividends or a conversion ratio adjustment. There currently is a 0.22% common dividend yield on News Corp. stock.

Terms of the deal are:

Issuer:	Citigroup Global Markets Holdings Inc.
Reference shares:	News Corp.
Issue:	SynDECS exchangeable notes
Bookrunner:	Citigroup Global Markets Inc.
Amount:	$750 million
Greenshoe:	$112.5 million
Maturity:	April 6, 2009
Price:	Par, 37.83575
Yield:	3-month Libor plus 5 bps
Conversion premium:	53.5%
Conversion price:	$37.60/$57.716
Floor price:	$31.96
Conversion ratio:	1 share plus/minus the differential in the conversion price and actual price of News Corp. share, in cash and/or stock at Citigroup's election
Contingent conversion:	120%
Call:	Non-callable
Expected ratings:	Moody's: Aa1
	S&P: AA-
Price talk:	3-month Libor minus 50 bps to 3-month Libor flat, up 53.5%
Pricing date:	Jan. 21, after the close
Settlement date:	Jan. 28
Distribution:	Registered

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