Citi wraps tenders for three series, ups cap for others; pricing set

By Susanna Moon

Chicago, Dec. 10 – Citigroup Inc. said it lifted the tender cap in the offers to purchase six series of notes, revising the cap for three series and leaving the rest unchanged.

Investors had tendered the following amounts by 5 p.m. ET on Dec. 9, the early tender date:

• $69,142,000 of the outstanding $667,297,000 of 2.25% senior notes due 2015, with a series cap of $69,142,000, up from $35 million;

• $303,336,000 of the outstanding $1.23 billion of 4.587% senior notes due 2015, with a series cap of $303,336,000, up from $250 million;

• $66,067,000 of the outstanding $765,489,000 of 5.3% senior notes due 2016, with a series cap of $100 million;

• $424,794,000 of the outstanding $1,274,936,000 of 1.25% senior notes due 2016, with a series cap of $424,794,000, up from $200 million;

• $66,129,000 of the outstanding $1,086,267,000 of 5.5% subordinated notes due 2017, with a series cap of $100 million; and

• $223,605,000 of the outstanding $3,597,989,000 of 6.125% senior notes due 2017, with a series cap of $360 million.

The company accepted for purchase all of the tendered notes with settlement set for Dec. 12.

The tender offer cap was revised for the 2.25% notes, the 4.587% notes and the 1.25% notes, and the tender cap remains unchanged for the of the 5.3% notes, for the 5.5% notes and for the 6.125% notes.

Originally the company planned to purchase $1.05 billion of the six series of notes.

The tender offers will continue until 11:59 p.m. ET on Jan. 5 for the 5.3% notes, for the 5.5% notes and for the 6.125% notes.

Because the amount of early tenders for 2.25% notes, 4.587% notes and 1.25% notes exceeded the original series cap, Citigroup will accept no more of these series tendered after the early deadline, according to a company press release.

The offers began on Nov. 25.

Notes may no longer be withdrawn as of the early tender date.

Pricing details

Pricing was set at 2 p.m. ET on Dec. 10 using the yield of the bid-side price of a reference security plus a fixed spread. The reference securities and fixed spreads are noted in the table below.

The total purchase price for each $1,000 principal amount is $1,010.39 for the 2.25% notes, $1,039.46 for the 4.587% notes, $1,048.55 for the 5.3% notes, $1,005.60 for the 1.25% notes, $1,083.15 for the 5.5% notes and $1,122.02 for the 6.125% notes, according to a separate press release on Wednesday.

The reference yield was 0.152% for the 2.25% notes, 0.254% for the 4.587% notes, 0.584% for the 5.3% notes, 0.584% for the 1.25% notes, 0.994% for the 5.5% notes and 0.994% for the 6.125% notes.

Holders who tendered their notes by the early tender date will receive the total purchase price, which includes an early tender premium of $30.00 per $1,000 principal amount of notes.

Holders who tender after the early tender date will not receive the early tender premium.

If the principal amount of notes tendered for any series exceeds the maximum tender cap for that series, Citi will accept tendered notes on a pro rata basis.

The company will also pay accrued interest.

The offers are consistent with Citigroup’s liability management strategy and reflect its ongoing efforts to enhance the efficiency of its funding and capital structures, according to a press release.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) is the dealer manager for the offers. Global Bondholder Services Corp. (866 470-4300 or 212 430-3774) is the depositary and information agent.

Citigroup is a financial services company based in New York City.

Note series Reference security Fixed spread

2.25% senior notes due 2015 0.25% Treasury due July 31, 2015 50 bps

4.587% senior notes due 2015 0.25% Treasury due Dec. 15, 2015 40 bps

5.3% senior notes due 2016 0.5% Treasury due Nov. 30, 2016 15 bps

1.25% senior notes due 2016 0.5% Treasury due Nov. 30, 2016 15 bps

5.5% subordinated notes due 2017 0.875% Treasury due Nov. 15, 2017 60 bps

6.125% senior notes due 2017 0.875% Treasury due Nov. 15, 2017 85 bps

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