Citigroup Inc. (“Citigroup”) have announced the early tender results of the previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) by Citigroup and its wholly-owned subsidiary Associates First Capital Corporation (“Associates”) with respect to each series of notes listed in the tables below (the “Notes”).
These Offers reflect Citigroup’s continued robust liquidity position and are consistent with its recent liability management initiatives. Year-to-date, Citigroup has decreased its outstanding long-term debt by approximately $11.9 billion through these initiatives, including the previously announced redemptions of trust preferred securities and assuming the completion of these Offers. 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 Citigroup’s long-term debt outstanding. Citigroup 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 Citigroup’s net interest margin and borrowing costs and the overall remaining tenor of its debt portfolio.
The Early Tender Date (August 30, 2012) for Notes validly tendered pursuant to the Offers has now passed. Notes that were validly tendered prior to such time pursuant to the Offers and accepted for purchase will be entitled to receive the applicable Total Consideration, which is inclusive of the Early Tender Premium, plus accrued and unpaid interest to, but not including, the Settlement Date for such Notes. Notes that are validly tendered after such time pursuant to the Offers and accepted for purchase will be entitled to receive the Tender Offer Consideration, which equals the Total Consideration minus the Early Tender Consideration, plus accrued and unpaid interest to, but not including, the Settlement Date for such Notes. The Expiration Date for Notes validly tendered pursuant to the Offers is 11:59 p.m., New York City time, on September 14, 2012 (unless extended or earlier terminated). The Settlement Date is expected to occur promptly thereafter on September 18, 2012.
The following table sets forth the Notes that are subject to the Offers as well as the aggregate principal amounts of Notes that were validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on August 30, 2012. Because the aggregate principal amount of Notes of any series validly tendered in an Offer exceeds the Maximum Series Tender Cap for such series, subject to the terms and conditions of the Offers, Citigroup or Citigroup and Associates, as the case may be, will accept tendered Notes of such series on a pro rata basis as described in the Offer to Purchase.
|Fixed Spread Offers|
|CUSIP / ISIN|
Amount Tendered as
of 5:00 p.m., New
York City time,
August 30, 2012
|5.125% Senior Notes due 2014||172967CK5 / US172967CK51||Luxembourg Stock Exchange||$1,750,000,000||$175,000,000||0.125% Treasury due 07/31/2014||FIT1||110||$30.00|
|6.000% Senior Notes due 2017||172967EH0 / US172967EH05||Luxembourg Stock Exchange||$1,930,000,000||$405,480,000||0.500% Treasury due 07/31/2017||FIT1||220||$30.00||$412,830,000|
|6.125% Senior Notes due 2018||172967ES6 / US172967ES69||Luxembourg Stock Exchange||$2,965,000,000||$405,000,000||0.500% Treasury due 07/31/2017||FIT1||245||$30.00||$585,899,000|
|6.950% Senior Notes due 2018||046003JU4 / US046003JU47||Luxembourg Stock Exchange||$1,000,000,000||$50,000,000||0.500% Treasury due 07/31/2017||FIT1||295||$30.00||$140,296,000|
|8.500% Senior Notes due 2019||172967EV9 / US172967EV98||Luxembourg Stock Exchange||$2,980,000,000||$100,000,000||1.750% Treasury due 05/15/2022||FIT1||205||$30.00||$641,552,000|
|5.850% Senior Notes due 2034||172967CT6 / US172967CT60||Luxembourg Stock Exchange||$995,120,000||$295,000,000||3.000% Treasury due 05/15/2042||FIT1||180||$30.00||$457,375,000|
|Fixed Price Offer|
|CUSIP / ISIN|
Amount Tendered as
of 5:00 p.m., New
York City time,
August 30, 2012
Floating Rate Senior
Notes due 2014
All series of Notes except for the 6.950% Senior Notes due 2018 have been issued by Citigroup. The 6.950% Senior Notes due 2018 have been issued by Associates.
Expressed in U.S. dollars per $1,000 principal amount of the Notes. We will also pay accrued and unpaid interest to, but not including, the Settlement Date.
The Total Consideration with respect to the Fixed Spread Offers includes the Early Tender Premium and will be calculated in the manner set forth in the Offer to Purchase.
The Total Consideration with respect to the Fixed Price Offer is equal to the Early Tender Premium plus the Tender Offer Consideration.
The Withdrawal Date (August 22, 2012) for the Offers has now passed. Notes already tendered pursuant to the Offers may no longer be withdrawn, and any other Notes tendered prior to the Expiration Date may not be withdrawn.
The Offers are being made pursuant to the offer to purchase dated August 9, 2012 (the “Offer to Purchase,” as may be amended or supplemented from time to time), and the related letter of transmittal (the “Letter of Transmittal,” as may be amended or supplemented from time to time) which set forth in more detail the terms and conditions of the Offers. Capitalized terms used but not otherwise defined in this announcement shall have the meaning given to them in the Offer to Purchase.
The obligation of Citigroup or Citigroup and Associates, as the case may be, to accept for purchase, and to pay the Tender Offer Consideration or the Total Consideration, as the case may be, for Notes validly tendered pursuant to the Offers is subject to, and conditional upon, the satisfaction or, where applicable, waiver of a number of conditions described in the Offer to Purchase. Citigroup reserves the right, in its sole discretion, to waive any one or more of the conditions at any time.
Citigroup and Associates have retained their affiliate Citigroup Global Markets Inc. to serve as the dealer manager for the Offers. Global Bondholder Services Corporation has been retained to serve as the depositary and information agent with respect to the Notes.
For additional information regarding the terms of the Offers, please contact Citigroup Global Markets Inc. at either (800) 558-3745 (toll free) or (212) 723-6106. Requests for documents and questions regarding the tender of Notes may be directed to Global Bondholder Services Corporation at (866) 873-7700 (toll free) or (212) 430-3774 (collect).
The Offer to Purchase and related Letter of Transmittal were first distributed to holders of Notes on August 9, 2012 and published on the website of the Luxembourg Stock Exchange on August 23, 2012. Copies of the Offer to Purchase and the Letter of Transmittal may also be obtained at no charge from Global Bondholder Services Corporation.
None of Citigroup, Associates, their boards of directors, the dealer manager, the depository or the information agent makes any recommendation as to whether any holder of the Notes should tender or refrain from tendering all or any portion of the principal amount of the Notes.
This press release is neither an offer to purchase nor a solicitation to buy any of these Notes nor is it a solicitation for acceptance of any of the Offers. Citigroup or Citigroup and Associates, as the case may be, are making the Offers only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The Offers are not being made to (nor will tenders of Notes be accepted from or on behalf of) holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This announcement must be read in conjunction with the Offer to Purchase and, where applicable, the related Letter of Transmittal.
United Kingdom. The communication of the Offer to Purchase and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order.