Citigroup Announces Expiration and Final Tender Results of Offers to Purchase Specified Series of Outstanding Notes

27 November 2015

Citigroup Inc. (“Citigroup”) announced today the expiration and final tender results of its previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) with respect to the series of notes set forth in the first table below (the “Any and All Notes”) and the second table below (the “Maximum Tender Notes,” and together with the Any and All Notes, the “Notes,” and each a “series” of Notes).

These Offers, in which Notes totaling approximately $1,154,501,000 are being accepted, are consistent with Citigroup’s liability management strategy, and reflect its ongoing efforts to enhance the efficiency of its funding and capital structure. Since 2013, Citigroup redeemed or retired $33.8 billion of securities, excluding exchanged securities, of which $11.7 billion was redeemed or retired in 2015, reducing Citigroup’s overall funding costs. Citigroup will continue to consider opportunities to redeem or repurchase securities based on several factors, including, without limitation, economic value, potential impact on Citigroup’s net interest margin and borrowing costs, overall remaining tenor of Citigroup’s debt portfolio, capital impact, and overall market conditions.

The final Settlement Date (the “Final Settlement Date”) is expected to occur on December 1, 2015 for all series of Notes.

As the Expiration Date for the Offers was November 25, 2015, the deadline for tendering Notes pursuant to the Offers has now passed.

Citigroup accepted an aggregate principal amount of approximately $485,859,000 of the Any and All Notes on the Early Tender Date and purchased such Any and All Notes on the Early Settlement Date. Citigroup has accepted Any and All Notes validly tendered after the Early Tender Date, but on or prior to the Expiration Date, in an aggregate principal amount of $442,000. Holders of these Any and All Notes are entitled to receive the applicable Tender Offer Consideration which is equal to the Total Consideration applicable to such Notes less the Early Tender Premium, plus accrued and unpaid interest to, but not including, the Final Settlement Date.

Citigroup accepted an aggregate principal amount of approximately $666,966,000 of the Maximum Tender Notes on the Early Tender Date and purchased such Maximum Tender Notes on the Early Settlement Date. Citigroup has accepted all Maximum Tender Notes validly tendered after the Early Tender Date, but on or prior to the Expiration Date, in an aggregate principal amount of $1,234,000. Holders of these Maximum Tender Notes are entitled to receive the applicable Tender Offer Consideration which is equal to the Total Consideration applicable to such Notes less the Early Tender Premium, plus accrued and unpaid interest to, but not including, the Final Settlement Date.

The following tables set forth the aggregate principal amount of each series of Notes that were outstanding immediately prior to the Expiration Date and that were validly tendered on or prior to the Expiration Date. All Notes validly tendered pursuant to the Offers have been accepted for purchase.

Any and All Notes

         
Title of Security CUSIP / ISIN 

Principal
Amount
Outstanding

 

Aggregate
Principal
Amount
Tendered
Pursuant to the
Offer

 

Aggregate
Principal
Amount
Accepted
Pursuant to the
Offer

6.950% Notes due
2018 issued by
Associates First
Capital Corporation

 

046003JU4 /
US046003JU47

 $463,699,000 $486,301,000 $486,301,000

Maximum Tender Notes

           

Title of
Security

 

CUSIP /
ISIN

 

Principal
Amount
Outstanding

 

Aggregate
Principal
Tendered
Pursuant to the
Offer

 

Amount
Maximum Series
Tender Cap

 

Aggregate
Principal Amount
Accepted Pursuant
to the Offer

5.375% Notes
due 2020
issued by
Citigroup

 

172967FF3 /
US172967FF30

 $991,800,000 $668,200,000 $1,000,000,000 $668,200,000

The Offers were made pursuant to the Offer to Purchase and the related consent and letter of transmittal, 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.

In addition, the proposed amendments to the indenture governing the Any and All Notes (as described in the Offer to Purchase) will not be effected.

Citigroup retained its affiliate, Citigroup Global Markets Inc., to serve as the sole dealer manager for the Offers. Global Bondholder Services Corporation was retained to serve as the depositary and information agent.

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