Citigroup begins tender offer for $1.05 billion of six notes series

By Toni Weeks

San Luis Obispo, Calif., Nov. 25 – Citigroup Inc. said it began offers to purchase for cash a total of $1.05 billion of its notes from six series, with each series having a maximum tender cap, as follows:

• $35 million of the outstanding $66,297,000 of 2.25% senior notes due 2015;

• $250 million of the outstanding $1.23 billion of 4.587% senior notes due 2015;

• $100 million of the outstanding $765,489,000 of 5.3% senior notes due 2016;

• $200 million of the outstanding $1,274,936,000 of 1.25% senior notes due 2016;

• $100 million of the outstanding $1,086,267,000 of 5.5% subordinated notes due 2017; and

• $360 million of the outstanding $3,597,989,000 of 6.125% senior notes due 2017.

Holders who validly tender their notes by 5 p.m. ET on Dec. 9, the early tender date, will receive the total consideration, which includes an early tender premium of $30.00 per $1,000 principal amount of notes.

Holders who tender after the early tender date but before the expiration date, 11:59 p.m. ET on Jan. 5, will not receive the early tender premium.

Notes may be withdrawn before the early tender date.

Pricing will be 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.

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.

At the company’s option, notes tendered prior to or on the early tender date may be settled on an early settlement date, which is expected to be Dec. 12.

The offers are subject to a minimum tender condition, which is the condition that holders validly tender an aggregate principal amount of each series of notes greater than or equal to the maximum series tender cap applicable to each series.

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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