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NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.
On 14 February 2013, Citigroup Inc. (the “Company”) announced its invitation to eligible holders (the “Noteholders”) of its notes denominated in British pounds sterling (the “Sterling Notes”) and notes denominated in Euros (the “Euro Notes,” and together with the Sterling Notes, the “Notes” and each a “Series”) to tender their Notes for purchase by the Company for cash (each such invitation, an “Offer” and together, the “Offers”), as set forth in the table below.
The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated 14 February 2013 (the “Tender Offer Memorandum”). Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.
Notes tendered and accepted pursuant to the Offers reflect the Company’s continued robust liquidity position and are consistent with its recent liability management initiatives. In 2012, the Company decreased its outstanding long-term debt by approximately $17 billion through liability management
initiatives, including the previously announced redemptions of trust preferred securities. Coupled with the ongoing natural maturing of long-term debt that requires no refinancing, these initiatives result in lower borrowing costs and reduce the overall level of the Company’s long-term debt outstanding. The Company will continue to consider opportunities to repurchase its long-term as well as short-term debt based on several factors, including without limitation the economic value, potential impact on the Company’s net interest margin and borrowing costs and the overall remaining tenor of its debt portfolio.
The Offers expired at 4:00 p.m. (London time) on 20 February 2013. The Company hereby announces that it intends to accept for purchase an aggregate U.S.-dollar equivalent nominal amount of approximately $440 million, which will be split as follows: (i) approximately £48 million in nominal amount of £2018 Notes validly tendered at a purchase spread at or above 154 bps in full; (ii) approximately £138 million in aggregate nominal amount of £2030 Notes and £2038 Notes validly tendered at the relevant Sterling Maximum Purchase Spread in full; and (ii) approximately €115 million in nominal amount of Euro Notes validly tendered at the Euro Maximum Purchase Spread in full. The Clearing Spread over the relevant Benchmark Security Rate or the Interpolated Euro Mid-Swap Rate (as applicable) in respect of each Series of Notes has accordingly been set at the spreads specified in the table below.
|Title of Notes||ISIN||
|Benchmark||Indicative Series Acceptance Amount|
|Sterling Offer||Sterling Clearing Spread|
|£750,000,000 7.625% Fixed Rate Notes due 2018||XS0355738799||£497,615,000||5.00% U.K. Treasury Gilt due March 2018||154 bps||Approximately £48 million|
|£400,000,000 6.5% Senior Notes due 2030||XS0116066449||£251,565,000||4.75% U.K. Treasury Gilt due December 2030||140 bps||Approximately £82 million|
|£800,000,000 6.8% Senior Notes due 2038||XS0372391945||£535,073,000||4.75% U.K. Treasury Gilt due December 2038||145 bps||Approximately £56 million|
|Euro Offer||Euro Clearing Spread|
|€1,500,000,000 7.375% Fixed Rate Notes due 2014||XS0433943718||€902,490,000||
|10 bps||Approximately €115 million|
Pricing will take place at or around 2:00 p.m. (London time) today 21 February 2013 (the “Pricing Time”). As soon as reasonably practicable after the Pricing Time, the Company will announce its final decision as to whether it will accept valid tenders of each Series of Notes for purchase pursuant to the Offers and, if so accepted, (i) the final Series Acceptance Amount and any Scaling Factor, (ii) the Interpolated Euro Mid-Swap Rate or the relevant Benchmark Security Rate (as applicable); and (iii) the Purchase Yield and Purchase Price for each Series of Notes accepted for purchase.
The Settlement Date for the Offers is expected to be 28 February 2013.
Citigroup Inc. has retained its affiliate Citigroup Global Markets Limited to serve as the Dealer Manager, and its affiliate Citibank, N.A., London Branch has been retained to serve as Tender Agent for the Offers.
For additional information regarding the terms of the Offers, please contact: Citigroup Global Markets Limited at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, Attention: Liability Management Group, or by telephone at +44 20 7986 8969 or email firstname.lastname@example.org. For any questions regarding the tender of Notes, please contact Citibank, N.A., London Branch at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, Attention: Exchange Team, or by telephone at +44 20 7508 3867 or email email@example.com.
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Notes in the Offers. None of Citigroup Inc., the Dealer Manager or the Tender Agent nor any of their respective directors, employees or affiliates makes any recommendation whether Noteholders should tender Notes in the Offers.
Citi, the leading global bank, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, and wealth management. Additional information may be found at www.citigroup.com.
Certain statements in this release, including without limitation the anticipated consummation and successful completion of the Offers (including the satisfaction of the conditions described in the Tender Offer Memorandum), the possible amendment, extension or abandonment of one or more of the Offers, and Citigroup Inc.’s successful execution of its liability management strategy, are “forward-looking statements” within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, including without limitation (i) the level of participation in the Offers, and (ii) the precautionary statements included in this release and in the Tender Offer Memorandum, and those contained in Citigroup Inc.’s filings with the U.S. Securities and Exchange Commission, including without limitation the “Risk Factors” section of Citigroup Inc.’s 2011 Annual Report on Form 10-K.
Citi, the leading global financial services company, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management.
Additional information may be found at www.citigroup.com | Twitter: @Citi | YouTube: www.youtube.com/citi | Blog: http://new.citi.com | Facebook: www.facebook.com/citi | LinkedIn: www.linkedin.com/company/citi