Citigroup gets tenders for more than $1.25 billion of four note series

By Angela McDaniels

Tacoma, Wash., June 27 - Citigroup Inc. said its tender offers for four series of notes was oversubscribed as of the expiration date, which was 11:59 p.m. ET on June 24.

The company offered to purchase any and all of its ¥35 billion of 1.86% notes due 2012.

In a second tender, it offered to purchase its £600 million of floating-rate notes due 2012, $1,655,200,000 of floating-rate notes due 2012 and CHF 250 million of 2.75% notes due 2012. The notes are listed in order of acceptance priority.

Citigroup will purchase no more than $1.25 billion principal amount of notes in the offers. Because the total amount of tendered notes expressed in dollars exceeds this cap, the amount of dollar floaters accepted was prorated, and none of the 2.75% notes were accepted.

The company accepted ¥16.4 billion of the 1.86% notes, £440,391,000 of the sterling floaters and $343,007,000 of the dollar floaters.

The purchase price is 101.75% of par for the 1.86% notes and 100.25% of par for both series of floating-rate notes. It would have been 102.625% of par for the 2.75% notes. These amounts include a premium equal to 3% of par for notes tendered by the early tender date, 5 p.m. ET on June 1.

Holders will receive accrued interest up to but excluding the settlement date, which was June 6 for accepted notes tendered by the early tender date and will be June 30 for the remaining notes.

Payment will be made in the currency in which the notes are denominated.

As of the early tender date, holders had tendered ¥16.4 billion of the 1.86% notes, £433,191,000 of the sterling floaters, $984,326,000 of the dollar floaters and CHF 115,915,000 of the 2.75% notes.

The offers began May 16.

Asset-backed offers

As previously reported, Citibank (South Dakota), NA received tenders for $4,903,570,000 of asset-backed securities issued by Citibank Credit Card Issuance Trust in a separate series of offers.

When the tender offers began on May 16, the bank planned to accept no more than $4.84 billion of securities. It later increased this to $6.5 billion and then eliminated the cap entirely.

The early tender date for these offers was extended to 11:59 p.m. ET on June 15, which was also the expiration date. As a result, all holders who tendered will receive an early tender premium of $30 for each $1,000 principal amount of notes accepted.

In all, holders tendered:

• $210 million of the trust's $225 million series 2007-A4 securities;

• $373.94 million of its $700 million series 2006-A1 securities;

• $593,245,000 of its $875 million series 2005-A8 securities;

• $680,848,000 of its $1.2 billion series 2004-A7 securities; and

• $903,172,000 of its $1,375,000,000 series 2005A-3 securities.

The bank will pay 97% of par for the 2007-A4 securities and 100.125% of par for the remaining securities.

Holders also tendered:

• $307.05 million of the trust's $1 billion series 2002-A10 securities. The purchase price is 100.25% of par;

• $146.15 million of its $750 million series 2002-A4 securities. The purchase price is 100.5% of par;

• None of its $500 million series 2007-A9 securities. The purchase price is 101.125% of par, and these notes were previously subject to a cap of $230 million;

• $130.45 million of its $1.1 billion series 2007-A10 securities. The purchase price is 100.625% of par, and these notes were previously subject to a cap of $510 million;

• $1,502,215,000 of its $3.25 billion series 2007-A7 securities. The purchase price is 100.375% of par, and these notes were previously subject to a cap of $1.5 billion; and

• $56.5 million of its $1.2 billion series 2007-A11 securities. The purchase price is 101.5% of par, and these notes were previously subject to a cap of $550 million.

The bank will also pay accrued interest.

The offers were not contingent on the tender of any minimum principal amount of notes. Citigroup said they are part of a liability management strategy that uses excess cash to retire generally older vintage debt.

The dealer manager was Citigroup Global Markets Inc. (800 558-3745). Global Bondholder Services Corp. (866 873-7700 or 212 430-3774) was the depositary and information agent for notes denominated in dollars, and Lucid Issuer Services Ltd. (44 20 7704-0880) was the tender agent and information agent for notes that are both denominated in currencies other than dollars and that are held at Euroclear or Clearstream.

Citigroup is a financial services company based in New York.

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