Citigroup Announces Expiration and Final Tender Results of Offers to Purchase Twelve Series of Outst

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

NEW YORK--(BUSINESS WIRE)-- Citigroup Inc. ("Citigroup") announced today the expiration and final tender results of the previously announced cash tender offers (each, an "Offer" and, collectively, the "Offers") by Citigroup with respect to each series of notes listed in the tables below (the "Notes").

Notes tendered and accepted pursuant to these Offers, totaling approximately $1.0 billion, reflect Citigroup's continued robust liquidity position and are consistent with its recent liability management initiatives. Year-to-date, and excluding these Offers, Citigroup has decreased its outstanding long-term debt by approximately $13.9 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 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 Expiration Date (December 21, 2012) for Notes validly tendered pursuant to the Offers has now passed. Notes that were validly tendered 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. The Settlement Date is expected to occur on December 27, 2012.

Because the aggregate principal amount of Notes of certain 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 has accepted tendered Notes of such series on a pro rata basis as described in the Offer to Purchase. The following table sets forth the Notes that are subject to the Offers, the aggregate principal amount of each series of Notes that was validly tendered and not validly withdrawn prior to the Expiration Date, the aggregate principal amount of each such series that was accepted for purchase and the approximate proration factor for each such series.

Fixed Spread Offers
Title of Security   CUSIP / ISIN  

Exchange
Listing

 

Principal
Amount
Outstanding

 

Maximum
Series Tender
Cap

 

Aggregate Principal
Amount Tendered
Pursuant to the Offers

 

Aggregate Principal
Amount Accepted
Pursuant to the Offers (1)

 

Approximate
proration factor

6.500% Senior Notes due 2013 172967EU1 / US172967EU16 Luxembourg Stock Exchange $2,612,299,000 $125,000,000 $411,980,000 $125,000,000 30.4%
6.000% Senior Notes due 2013 172967FE6 / US172967FE64 Luxembourg Stock Exchange $1,805,000,000 $100,000,000 $298,693,000 $100,000,000 33.6%
5.125% Senior Notes due 2014 172967CK5 / US172967CK51 Luxembourg Stock Exchange $1,565,000,000 $225,000,000 $230,119,000 $224,951,000 98.0%
5.500% Senior Notes due 2014 172967EZ0 / US172967EZ03 Luxembourg Stock Exchange $1,952,000,000 $25,000,000 $85,336,000 $24,996,000 29.7%
6.010% Senior Notes due 2015 172967FA4 / US172967FA43 Luxembourg Stock Exchange $1,718,491,000 $25,000,000 $230,045,000 $25,000,000 10.9%
4.750% Senior Notes due 2015 172967FD8 / US172967FD81 Luxembourg Stock Exchange $2,365,809,000 $180,000,000 $183,094,000 $180,000,000 98.4%
4.700% Senior Notes due 2015 172967CY5 / US172967CY55 Luxembourg Stock Exchange $724,000,000 $10,000,000 $42,883,000 $10,000,000 23.5%
4.587% Senior Notes due 2015 172967FH9/ US172967FH95 Luxembourg Stock Exchange $1,830,000,000 $25,000,000 $145,165,000 $25,000,000 17.3%
5.300% Senior Notes due 2016 172967DE8 / US172967DE82 Luxembourg Stock Exchange $961,376,000 $25,000,000 $107,892,000 $25,000,000 23.3%
Fixed Price Offer
Title of Security   CUSIP / ISIN  

Exchange
Listing

 

Principal
Amount
Outstanding

 

Maximum
Series Tender
Cap

 

Aggregate Principal
Amount Tendered
Pursuant to the Offers

 

Aggregate Principal
Amount Accepted
Pursuant to the Offers (1)

 

Approximate
proration factor

Floating Rate Senior Notes due 2013 172967FG1 / US172967FG13 Luxembourg Stock Exchange $1,392,685,000 $150,000,000 $79,944,000 $79,944,000 100.0%
Floating Rate Senior Notes due January 2014 172967FL0 / US172967FL08 Luxembourg Stock Exchange $979,913,000 $150,000,000 $38,941,000 $38,941,000 100.0%
Floating Rate Senior Notes due April 2014 172967FQ9 / US172967FQ94 Luxembourg Stock Exchange $530,000,000 $155,000,000 $164,550,000 $155,000,000 94.2%

(1) Reflects the results of rounding upon the terms and conditions described in the Offer to Purchase.

The Offers were made pursuant to the offer to purchase dated November 21, 2012 (the "Offer to Purchase," as amended or supplemented through the Expiration Date), and the related letter of transmittal (the "Letter of Transmittal," as amended or supplemented through the Expiration Date) 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.

Citigroup has retained its 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.

The Offer to Purchase and related Letter of Transmittal were first distributed to holders of Notes on November 21, 2012 and published on the website of the Luxembourg Stock Exchange (www.bourse.lu) on November 22, 2012. Copies of the Offer to Purchase and the Letter of Transmittal may also be obtained at no charge from Global Bondholder Services Corporation.

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 is 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.

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, transaction services, and wealth management. Additional information may be found at www.citigroup.com.

Certain statements in this release, including without limitation the anticipated consummation of the Offers and Citigroup's continued 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 those contained in Citigroup's filings with the U.S. Securities and Exchange Commission, including without limitation the "Risk Factors" section of Citigroup's 2011 Annual Report on Form 10-K.

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Citigroup Inc.
Media Contacts:
Mark Costiglio, 212-559-4114
Shannon Bell, 212-793-6206
or
Investors:
Susan Kendall, 212-559-2718
or
Fixed Income Investors:
Jennifer Hendricks, 212-559-5091

KEYWORDS:   United States  Luxembourg  Europe  North America  New York

INDUSTRY KEYWORDS:

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