|
Citigroup Global Markets Holdings
Inc. |
January 20, 2021
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2021-USNCH6376
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-224495-03
|
Autocallable Securities Linked to the
Worst Performing of the Dow Jones Industrial AverageTM ,
the Russell 2000® Index and the S&P 500®
Index Due January 23, 2026
|
▪ |
The securities offered by this pricing supplement are unsecured
debt securities issued by Citigroup Global Markets Holdings Inc.
and guaranteed by Citigroup Inc. Unlike conventional debt
securities, the securities do not pay interest, do not guarantee
the repayment of principal at maturity and are subject to potential
automatic early redemption on a periodic basis on the terms
described below. Your return on the securities will depend solely
on the performance of the worst performing of the
underlyings specified below. |
|
▪ |
The securities offer the potential for automatic early
redemption at a premium following the first valuation date (other
than the final valuation date) on which the closing value of the
worst performing underlying on that valuation date is greater than
or equal to its initial underlying value. If the securities are not
automatically redeemed prior to maturity, the securities will
provide for (i) repayment of the stated principal amount
plus a premium at maturity if the final underlying value of
the worst performing underlying on the final valuation date is
greater than or equal to its initial underlying value or (ii)
repayment of the stated principal amount at maturity, with no
premium, if the final underlying value of the worst performing
underlying on the final valuation date is less than its initial
underlying value but greater than or equal to its final barrier
value specified below. However, if the securities are not
automatically redeemed prior to maturity and the final underlying
value of the worst performing underlying on the final valuation
date is less than its final barrier value, you will lose 1% of the
stated principal amount of your securities for every 1% by which
its final underlying value is less than its initial underlying
value. |
|
▪ |
You will be subject to risks associated with each of the
underlyings and will be negatively affected by adverse movements in
any one of the underlyings. Although you will have downside
exposure to the worst performing underlying on the final valuation
date, you will not receive dividends with respect to any underlying
or participate in any appreciation of any underlying. |
|
▪ |
Investors in the securities must be willing to accept (i) an
investment that may have limited or no liquidity and (ii) the risk
of not receiving any payments due under the securities if we and
Citigroup Inc. default on our obligations. All payments on the
securities are subject to the credit risk of Citigroup Global
Markets Holdings Inc. and Citigroup Inc. |
| KEY TERMS |
| Issuer: |
Citigroup Global Markets
Holdings Inc., a wholly owned subsidiary of Citigroup Inc. |
| Guarantee: |
All payments due on the securities are
fully and unconditionally guaranteed by Citigroup Inc. |
| Underlyings: |
Underlying |
Initial underlying
value* |
Final barrier
value** |
| |
Dow Jones Industrial AverageTM |
31,188.38 |
21,831.866 |
| |
Russell 2000® Index |
2,160.617 |
1,512.432 |
| |
S&P 500® Index |
3,851.85 |
2,696.295 |
| |
*For each underlying, its closing value on the pricing
date
**For each underlying, 70.00% of its initial underlying
value
|
| Stated principal amount: |
$1,000 per security |
| Pricing date: |
January 20, 2021 |
| Issue date: |
January 25, 2021 |
| Valuation
dates: |
January 26, 2022, January 20, 2023, January 22, 2024, January
21, 2025 and January 20, 2026 (the “final valuation date”), each
subject to postponement if such date is not a scheduled trading day
or certain market disruption events occur |
| Maturity date: |
Unless earlier redeemed, January 23, 2026 |
| Automatic early
redemption: |
If, on any valuation date prior to the final valuation date,
the closing value of the worst performing underlying on that
valuation date is greater than or equal to its initial underlying
value, the securities will be automatically redeemed on the third
business day immediately following that valuation date for an
amount in cash per security equal to $1,000 plus the premium
applicable to that valuation date. If the securities are
automatically redeemed following any valuation date prior to the
final valuation date, they will cease to be outstanding and you
will not receive the premium applicable to any later valuation
date. |
| Payment at
maturity: |
If the securities are not automatically redeemed prior to maturity,
you will receive at maturity for each security you then hold:
§ If the final
underlying value of the worst performing underlying on the final
valuation date is greater than or equal to its initial
underlying value: $1,000 + the premium applicable to the final
valuation date
§ If the final
underlying value of the worst performing underlying on the final
valuation date is less than its initial underlying value but
greater than or equal to its final barrier value: $1,000
§ If the final
underlying value of the worst performing underlying on the final
valuation date is less than its final barrier value:
$1,000 + ($1,000 × the underlying return of the worst performing
underlying on the final valuation date)
If the securities are not automatically redeemed prior to
maturity and the final underlying value of the worst performing
underlying on the final valuation date is less than its final
barrier value, you will receive significantly less than the stated
principal amount of your securities, and possibly nothing, at
maturity.
|
| Listing: |
The securities will not be listed on any securities
exchange |
| Underwriter: |
Citigroup Global Markets Inc. (“CGMI”), an affiliate of
the issuer, acting as principal |
| Underwriting
fee and issue price: |
Issue price(1) |
Underwriting fee(2) |
Proceeds to
issuer(3) |
| Per security: |
$1,000.00 |
$41.25 |
$958.75 |
| Total: |
$1,970,000.00 |
$81,262.50 |
$1,888,737.50 |
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of
the securities is $939.00 per security, which is less than the
issue price. The estimated value of the securities is
based on CGMI’s proprietary pricing models and our internal funding
rate. It is not an indication of actual profit to CGMI or other of
our affiliates, nor is it an indication of the price, if any, at
which CGMI or any other person may be willing to buy the securities
from you at any time after issuance. See “Valuation of the
Securities” in this pricing supplement.
(2) CGMI will receive an underwriting fee of up to $41.25 for each
security sold in this offering. The total underwriting fee and
proceeds to issuer in the table above give effect to the actual
total underwriting fee. For more information on the distribution of
the securities, see “Supplemental Plan of Distribution” in this
pricing supplement. In addition to the underwriting fee, CGMI and
its affiliates may profit from hedging activity related to this
offering, even if the value of the securities declines. See “Use of
Proceeds and Hedging” in the accompanying prospectus.
(3) The per security proceeds to issuer indicated above represent
the minimum per security proceeds to issuer for any security,
assuming the maximum per security underwriting fee. As noted above,
the underwriting fee is variable.
Investing in the securities
involves risks not associated with an investment in conventional
debt securities. See “Summary Risk Factors” beginning on page
PS-7.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the securities
or determined that this pricing supplement and the accompanying
product supplement, underlying supplement, prospectus supplement
and prospectus are truthful or complete. Any representation to the
contrary is a criminal offense.
You should read this pricing supplement together with the
accompanying product supplement, underlying supplement, prospectus
supplement and prospectus, which can be accessed via the hyperlinks
below:
Prospectus
Supplement and Prospectus each dated May 14, 2018
The securities are not bank deposits and are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency, nor are they obligations of, or
guaranteed by, a bank.
|
Citigroup Global Markets Holdings
Inc. |
| |
|
KEY TERMS
(continued) |
| Premium: |
The premium applicable to each valuation date is the percentage of
the stated principal amount indicated below. The
premium may be significantly less than the appreciation of any
underlying from the pricing date to the applicable valuation
date.
|
| |
• January 26, 2022: |
8.10% of the stated
principal amount |
| |
• January 20, 2023: |
16.20% of the stated principal
amount |
| |
• January 22, 2024: |
24.30% of the stated principal
amount |
| |
• January 21, 2025: |
32.40% of the stated principal
amount |
| |
• January 20, 2026: |
40.50% of the stated principal
amount |
| Final underlying value: |
For each underlying, its
closing value on the final valuation date |
| Worst
performing underlying: |
For any valuation date, the
underlying with the lowest underlying return determined as of that
valuation date |
| Underlying return: |
For each underlying on any valuation
date, (i) its closing value on that valuation date minus its
initial underlying value, divided by (ii) its initial
underlying value |
| CUSIP
/ ISIN: |
17328YAQ7 / US17328YAQ70 |
|
Citigroup Global Markets Holdings
Inc. |
| |
Additional Information
General. The terms of the securities are set forth in the
accompanying product supplement, prospectus supplement and
prospectus, as supplemented by this pricing supplement. The
accompanying product supplement, prospectus supplement and
prospectus contain important disclosures that are not repeated in
this pricing supplement. For example, the accompanying product
supplement contains important information about how the closing
value of each underlying will be determined and about adjustments
that may be made to the terms of the securities upon the occurrence
of market disruption events and other specified events with respect
to each underlying. The accompanying underlying supplement contains
information about each underlying that is not repeated in this
pricing supplement. It is important that you read the accompanying
product supplement, underlying supplement, prospectus supplement
and prospectus together with this pricing supplement in deciding
whether to invest in the securities. Certain terms used but not
defined in this pricing supplement are defined in the accompanying
product supplement.
Prospectus. The first sentence of “Description of Debt
Securities— Events of Default and Defaults” in the accompanying
prospectus shall be amended to read in its entirety as follows:
Events of default under the indenture are:
|
· |
failure of Citigroup Global Markets Holdings or Citigroup to
pay required interest on any debt security of such series for 30
days; |
|
· |
failure of Citigroup Global Markets Holdings or Citigroup to
pay principal, other than a scheduled installment payment to a
sinking fund, on any debt security of such series for 30 days; |
|
· |
failure of Citigroup Global Markets Holdings or Citigroup to
make any required scheduled installment payment to a sinking fund
for 30 days on debt securities of such series; |
|
· |
failure of Citigroup Global Markets Holdings to perform for 90
days after notice any other covenant in the indenture applicable to
it other than a covenant included in the indenture solely for the
benefit of a series of debt securities other than such series;
and |
|
· |
certain events of bankruptcy or insolvency of Citigroup Global
Markets Holdings, whether voluntary or not (Section
6.01). |
|
Citigroup Global Markets Holdings
Inc. |
| |
Hypothetical Payment Upon Automatic Early Redemption
The following table illustrates how the amount payable per security
upon automatic early redemption will be calculated if the closing
value of the worst performing underlying on any valuation date
prior to the final valuation date is greater than or equal to its
initial underlying value.
| If the first valuation date
on which the closing value of the worst performing underlying on
that valuation date is greater than or equal to its initial
underlying value is... |
...then you will receive
the following payment per security upon automatic early
redemption: |
| January 26, 2022 |
$1,000.00 + applicable premium = $1,000.00
+ $81.00 = $1,081.00 |
| January 20, 2023 |
$1,000.00 + applicable premium = $1,000.00
+ $162.00 = $1,162.00 |
| January 22, 2024 |
$1,000.00 + applicable premium = $1,000.00
+ $243.00 = $1,243.00 |
| January 21, 2025 |
$1,000.00 + applicable premium = $1,000.00
+ $324.00 = $1,324.00 |
If, on any valuation date prior to the final valuation date, the
closing value of any underlying is greater than or equal to its
initial underlying value, but the closing value of any other
underlying is less than its initial underlying value, you will not
receive the premium indicated above following that valuation date.
In order to receive the premium indicated above, the closing value
of each underlying on the applicable valuation date must be
greater than or equal to its initial underlying value.
Payment at Maturity Diagram
The diagram below illustrates your payment at maturity of the
securities, assuming the securities have not previously been
automatically redeemed, for a range of hypothetical underlying
returns of the worst performing underlying on the final valuation
date. Your payment at maturity (if the securities are not earlier
automatically redeemed) will be determined based solely on the
performance of the worst performing underlying on the final
valuation date.
Investors in the securities will not receive any dividends with
respect to the underlyings. The diagram and examples below do not
show any effect of lost dividend yield over the term of the
securities. See “Summary Risk Factors—You will not receive
dividends or have any other rights with respect to the underlyings”
below.
|
Payment at Maturity
Diagram |
 |
|
n The
Securities |
n The Worst Performing
Underlying on the Final Valuation Date |
|
Citigroup Global Markets Holdings
Inc. |
| |
Hypothetical Examples of the Payment at Maturity
The examples below are intended to illustrate how, if the
securities are not automatically redeemed prior to maturity, your
payment at maturity will depend on the final underlying value of
the worst performing underlying on the final valuation date. Your
actual payment at maturity per security, if the securities are not
automatically redeemed prior to maturity, will depend on the actual
final underlying value of the worst performing underlying on the
final valuation date. The examples are solely for illustrative
purposes, do not show all possible outcomes and are not a
prediction of any payment that may be made on the securities.
The examples below are based on the following hypothetical values
and do not reflect the actual initial underlying values or final
barrier values of the underlyings. For the actual initial
underlying value and final barrier value of each underlying, see
the cover page of this pricing supplement. We have used these
hypothetical values, rather than the actual values, to simplify the
calculations and aid understanding of how the securities work.
However, you should understand that the actual payment at maturity
on the securities will be calculated based on the actual initial
underlying value and final barrier value of each underlying, and
not the hypothetical values indicated below. For ease of analysis,
figures below have been rounded.
|
Underlying |
Hypothetical initial underlying
value |
Hypothetical final barrier
value |
|
Dow Jones Industrial AverageTM |
100.00 |
70.00 (70.00% of its hypothetical initial underlying value) |
|
Russell 2000® Index |
100.00 |
70.00 (70.00% of its hypothetical initial underlying value) |
|
S&P 500® Index |
100.00 |
70.00 (70.00% of its hypothetical initial underlying value) |
Example 1—Upside Scenario. The final underlying value of the
worst performing underlying on the final valuation date is 110.00,
resulting in a 10.00% underlying return for the worst performing
underlying on the final valuation date. In this example, the final
underlying value of the worst performing underlying on the final
valuation date is greater than its initial underlying
value.
|
Underlying |
Hypothetical final underlying
value |
Hypothetical underlying
return |
|
Dow Jones Industrial AverageTM * |
110.00 |
10.00% |
|
Russell 2000® Index |
130.00 |
30.00% |
|
S&P 500® Index |
120.00 |
20.00% |
*
Worst performing underlying on the final valuation date
Payment at maturity per security = $1,000 + the premium applicable
to the final valuation date
=
$1,000 + $405
=
$1,405
In this scenario, because the final underlying value of the worst
performing underlying on the final valuation date is greater than
its initial underlying value, you would be repaid the stated
principal amount of your securities at maturity plus the
premium applicable to the final valuation date.
Example 2—Par Scenario. The final underlying value of the
worst performing underlying on the final valuation date is 85.00,
resulting in a -15.00% underlying return for the worst performing
underlying on the final valuation date. In this example, the final
underlying value of the worst performing underlying on the final
valuation date is less than its initial underlying value but
greater than its final barrier value.
|
Underlying |
Hypothetical final underlying
value |
Hypothetical underlying
return |
|
Dow Jones Industrial AverageTM |
100.00 |
0.00% |
|
Russell 2000® Index* |
85.00 |
-15.00% |
|
S&P 500® Index |
100.00 |
0.00% |
*
Worst performing underlying on the final valuation date
Payment at maturity per security = $1,000
In this scenario, the worst performing underlying on the final
valuation date has depreciated from its initial underlying value to
its final underlying value so that its final underlying value is
less than its initial underlying value but not below its final
barrier value. As a result, you would be repaid the stated
principal amount of your securities at maturity but would not
receive any positive return on your investment.
|
Citigroup Global Markets Holdings
Inc. |
| |
Example 3—Downside Scenario. The final underlying value of
the worst performing underlying on the final valuation date is
30.00, resulting in a -70.00% underlying return for the worst
performing underlying on the final valuation date. In this example,
the final underlying value of the worst performing underlying on
the final valuation date is less than its final barrier
value.
|
Underlying |
Hypothetical final underlying
value |
Hypothetical underlying
return |
|
Dow Jones Industrial AverageTM |
150.00 |
50.00% |
|
Russell 2000® Index |
105.00 |
5.00% |
|
S&P 500® Index* |
30.00 |
-70.00% |
*
Worst performing underlying on the final valuation date
Payment at maturity per security = $1,000 + ($1,000 × the
underlying return of the worst performing underlying on the final
valuation date)
=
$1,000 + ($1,000 × -70.00%)
=
$1,000 + -$700.00
=
$300.00
In this scenario, the worst performing underlying on the final
valuation date has depreciated from its initial underlying value to
its final underlying value and its final underlying value is less
than its final barrier value. As a result, your total return at
maturity in this scenario would be negative and would reflect
1-to-1 exposure to the negative performance of the worst performing
underlying on the final valuation date.
|
Citigroup Global Markets Holdings
Inc. |
| |
Summary Risk Factors
An investment in the securities is significantly riskier than an
investment in conventional debt securities. The securities are
subject to all of the risks associated with an investment in our
conventional debt securities (guaranteed by Citigroup Inc.),
including the risk that we and Citigroup Inc. may default on our
obligations under the securities, and are also subject to risks
associated with each underlying. Accordingly, the securities are
suitable only for investors who are capable of understanding the
complexities and risks of the securities. You should consult your
own financial, tax and legal advisors as to the risks of an
investment in the securities and the suitability of the securities
in light of your particular circumstances.
The following is a summary of certain key risk factors for
investors in the securities. You should read this summary together
with the more detailed description of risks relating to an
investment in the securities contained in the section “Risk Factors
Relating to the Securities” beginning on page EA-7 in the
accompanying product supplement. You should also carefully read the
risk factors included in the accompanying prospectus supplement and
in the documents incorporated by reference in the accompanying
prospectus, including Citigroup Inc.’s most recent Annual Report on
Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which
describe risks relating to the business of Citigroup Inc. more
generally.
|
§ |
You may lose a significant portion or all of your
investment. Unlike conventional debt securities, the securities
do not provide for the repayment of the stated principal amount at
maturity in all circumstances. If the securities are not
automatically redeemed prior to maturity, your payment at maturity
will depend on the final underlying value of the worst performing
underlying on the final valuation date. If the final underlying
value of the worst performing underlying on the final valuation
date is less than its final barrier value, you will lose 1% of the
stated principal amount of your securities for every 1% by which
the worst performing underlying on the final valuation date has
declined from its initial underlying value. There is no minimum
payment at maturity on the securities, and you may lose up to all
of your investment. |
|
§ |
Your potential return on the securities is limited. Your
potential return on the securities is limited to the applicable
premium payable upon automatic early redemption or at maturity, as
described on the cover page of this pricing supplement. If the
closing value of the worst performing underlying on one of the
valuation dates is greater than or equal to its initial underlying
value, you will be repaid the stated principal amount of your
securities and will receive the fixed premium applicable to that
valuation date, regardless of how significantly the closing value
of the worst performing underlying on that valuation date may
exceed its initial underlying value. Accordingly, any premium may
result in a return on the securities that is significantly less
than the return you could have achieved on a direct investment in
any or all of the underlyings. |
|
§ |
The securities do not pay interest. Unlike conventional
debt securities, the securities do not pay interest prior to
maturity. You should not invest in the securities if you seek
current income during the term of the securities. |
|
§ |
The securities are subject to heightened risk because they
have multiple underlyings. The securities are more risky than
similar investments that may be available with only one underlying.
With multiple underlyings, there is a greater chance that any one
underlying will perform poorly, adversely affecting your return on
the securities. |
|
§ |
The securities are subject to the risks of each of the
underlyings and will be negatively affected if any one underlying
performs poorly. You are subject to risks associated with each
of the underlyings. If any one underlying performs poorly, you will
be negatively affected. The securities are not linked to a basket
composed of the underlyings, where the blended performance of the
underlyings would be better than the performance of the worst
performing underlying alone. Instead, you are subject to the full
risks of whichever of the underlyings is the worst performing
underlying. |
|
§ |
You will not benefit in any way from the performance of any
better performing underlying. The return on the securities
depends solely on the performance of the worst performing
underlying, and you will not benefit in any way from the
performance of any better performing underlying. |
|
§ |
You will be subject to risks relating to the relationship
between the underlyings. It is preferable from your perspective
for the underlyings to be correlated with each other, in the sense
that their closing values tend to increase or decrease at similar
times and by similar magnitudes. By investing in the securities,
you assume the risk that the underlyings will not exhibit this
relationship. The less correlated the underlyings, the more likely
it is that any one of the underlyings will perform poorly over the
term of the securities. All that is necessary for the securities to
perform poorly is for one of the underlyings to perform poorly. It
is impossible to predict what the relationship between the
underlyings will be over the term of the securities. The
underlyings differ in significant ways and, therefore, may not be
correlated with each other. |
|
§ |
The securities may be automatically redeemed prior to
maturity, limiting the term of the securities. If the closing
value of the worst performing underlying on any valuation date
(other than the final valuation date) is greater than or equal to
its initial underlying value, the securities will be automatically
redeemed. If the securities are automatically redeemed following
any valuation date prior to the final valuation date, they will
cease to be outstanding and you will not receive the premium
applicable to any later valuation date. Moreover, you may not be
able to reinvest your funds in another investment that provides a
similar yield with a similar level of risk. |
|
§ |
The securities offer downside exposure to the worst
performing underlying, but no upside exposure to any
underlying. You will not participate in any appreciation in the
value of any underlying over the term of the securities.
Consequently, your return on the securities will be limited to the
applicable premium payable upon an automatic early redemption or at
maturity and may be significantly less than the return on any
underlying over the term of the securities. |
|
§ |
You will not receive dividends or have any other rights with
respect to the underlyings. You will not receive any dividends
with respect to the underlyings. This lost dividend yield may be
significant over the term of the securities. The payment scenarios
described in this pricing supplement do not show any effect of such
lost dividend yield over the term of the securities. In addition,
you will not have voting rights or any other rights with respect to
the underlyings or the stocks included in the underlyings. |
|
Citigroup Global Markets Holdings
Inc. |
| |
|
§ |
The performance of the securities will depend on the closing
values of the underlyings solely on the valuation dates, which
makes the securities particularly sensitive to volatility in the
closing values of the underlyings on or near the valuation
dates. Whether the securities will be automatically redeemed
prior to maturity will depend on the closing values of the
underlyings solely on the valuation dates (other than the final
valuation date), regardless of the closing values of the
underlyings on other days during the term of the securities. If the
securities are not automatically redeemed prior to maturity, what
you receive at maturity will depend solely on the closing value of
the worst performing underlying on the final valuation date, and
not on any other day during the term of the securities. Because the
performance of the securities depends on the closing values of the
underlyings on a limited number of dates, the securities will be
particularly sensitive to volatility in the closing values of the
underlyings on or near the valuation dates. You should understand
that the closing value of each underlying has historically been
highly volatile. |
|
§ |
The securities are subject to the credit risk of Citigroup
Global Markets Holdings Inc. and Citigroup Inc. If we default
on our obligations under the securities and Citigroup Inc. defaults
on its guarantee obligations, you may not receive anything owed to
you under the securities. |
|
§ |
The securities will not be listed on any securities exchange
and you may not be able to sell them prior to maturity. The
securities will not be listed on any securities exchange.
Therefore, there may be little or no secondary market for the
securities. CGMI currently intends to make a secondary market in
relation to the securities and to provide an indicative bid price
for the securities on a daily basis. Any indicative bid price for
the securities provided by CGMI will be determined in CGMI’s sole
discretion, taking into account prevailing market conditions and
other relevant factors, and will not be a representation by CGMI
that the securities can be sold at that price, or at all. CGMI may
suspend or terminate making a market and providing indicative bid
prices without notice, at any time and for any reason. If CGMI
suspends or terminates making a market, there may be no secondary
market at all for the securities because it is likely that CGMI
will be the only broker-dealer that is willing to buy your
securities prior to maturity. Accordingly, an investor must be
prepared to hold the securities until maturity. |
|
§ |
The estimated value of the securities on the pricing date,
based on CGMI’s proprietary pricing models and our internal funding
rate, is less than the issue price. The difference is
attributable to certain costs associated with selling, structuring
and hedging the securities that are included in the issue price.
These costs include (i) any selling concessions or other fees paid
in connection with the offering of the securities, (ii) hedging and
other costs incurred by us and our affiliates in connection with
the offering of the securities and (iii) the expected profit (which
may be more or less than actual profit) to CGMI or other of our
affiliates in connection with hedging our obligations under the
securities. These costs adversely affect the economic terms of the
securities because, if they were lower, the economic terms of the
securities would be more favorable to you. The economic terms of
the securities are also likely to be adversely affected by the use
of our internal funding rate, rather than our secondary market
rate, to price the securities. See “The estimated value of the
securities would be lower if it were calculated based on our
secondary market rate” below. |
|
§ |
The estimated value of the securities was determined for us
by our affiliate using proprietary pricing models. CGMI derived
the estimated value disclosed on the cover page of this pricing
supplement from its proprietary pricing models. In doing so, it may
have made discretionary judgments about the inputs to its models,
such as the volatility of, and correlation between, the closing
values of the underlyings, dividend yields on the underlyings and
interest rates. CGMI’s views on these inputs may differ from your
or others’ views, and as an underwriter in this offering, CGMI’s
interests may conflict with yours. Both the models and the inputs
to the models may prove to be wrong and therefore not an accurate
reflection of the value of the securities. Moreover, the estimated
value of the securities set forth on the cover page of this pricing
supplement may differ from the value that we or our affiliates may
determine for the securities for other purposes, including for
accounting purposes. You should not invest in the securities
because of the estimated value of the securities. Instead, you
should be willing to hold the securities to maturity irrespective
of the initial estimated value. |
|
§ |
The estimated value of the securities would be lower if it
were calculated based on our secondary market rate. The
estimated value of the securities included in this pricing
supplement is calculated based on our internal funding rate, which
is the rate at which we are willing to borrow funds through the
issuance of the securities. Our internal funding rate is generally
lower than our secondary market rate, which is the rate that CGMI
will use in determining the value of the securities for purposes of
any purchases of the securities from you in the secondary market.
If the estimated value included in this pricing supplement were
based on our secondary market rate, rather than our internal
funding rate, it would likely be lower. We determine our internal
funding rate based on factors such as the costs associated with the
securities, which are generally higher than the costs associated
with conventional debt securities, and our liquidity needs and
preferences. Our internal funding rate is not an interest rate that
is payable on the securities. |
Because there is not an active market for traded instruments
referencing our outstanding debt obligations, CGMI determines our
secondary market rate based on the market price of traded
instruments referencing the debt obligations of Citigroup Inc., our
parent company and the guarantor of all payments due on the
securities, but subject to adjustments that CGMI makes in its sole
discretion. As a result, our secondary market rate is not a
market-determined measure of our creditworthiness, but rather
reflects the market’s perception of our parent company’s
creditworthiness as adjusted for discretionary factors such as
CGMI’s preferences with respect to purchasing the securities prior
to maturity.
|
§ |
The estimated value of the securities is not an indication
of the price, if any, at which CGMI or any other person may be
willing to buy the securities from you in the secondary market.
Any such secondary market price will fluctuate over the term of the
securities based on the market and other factors described in the
next risk factor. Moreover, unlike the estimated value included in
this pricing supplement, any value of the securities determined for
purposes of a secondary market transaction will be based on our
secondary market rate, which will likely result in a lower value
for the securities than if our internal funding rate were used. In
addition, any secondary market price for the securities will be
reduced by a bid-ask spread, which may vary depending on the
aggregate stated principal amount of the securities to be purchased
in the secondary market transaction, and the expected cost of
unwinding related hedging transactions. As a result, it is likely
that any secondary market price for the securities will be less
than the issue price. |
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Citigroup Global Markets Holdings
Inc. |
| |
|
§ |
The value of the securities prior to maturity will fluctuate
based on many unpredictable factors. The value of your
securities prior to maturity will fluctuate based on the closing
values of the underlyings, the volatility of, and correlation
between, the closing values of the underlyings, dividend yields on
the underlyings, interest rates generally, the time remaining to
maturity and our and Citigroup Inc.’s creditworthiness, as
reflected in our secondary market rate, among other factors
described under “Risk Factors Relating to the Securities—Risk
Factors Relating to All Securities—The value of your securities
prior to maturity will fluctuate based on many unpredictable
factors” in the accompanying product supplement. Changes in the
closing values of the underlyings may not result in a comparable
change in the value of your securities. You should understand that
the value of your securities at any time prior to maturity may be
significantly less than the issue price. |
|
§ |
Immediately following issuance, any secondary market bid
price provided by CGMI, and the value that will be indicated on any
brokerage account statements prepared by CGMI or its affiliates,
will reflect a temporary upward adjustment. The amount of this
temporary upward adjustment will steadily decline to zero over the
temporary adjustment period. See “Valuation of the Securities” in
this pricing supplement. |
|
§ |
The Russell 2000® Index is subject to risks
associated with small capitalization stocks. The stocks that
constitute the Russell 2000® Index are issued by
companies with relatively small market capitalization. The stock
prices of smaller companies may be more volatile than stock prices
of large capitalization companies. These companies tend to be less
well-established than large market capitalization companies. Small
capitalization companies may be less able to withstand adverse
economic, market, trade and competitive conditions relative to
larger companies. Small capitalization companies are less likely to
pay dividends on their stocks, and the presence of a dividend
payment could be a factor that limits downward stock price pressure
under adverse market conditions. |
|
§ |
Our offering of the securities is not a recommendation of
any underlying. The fact that we are offering the securities
does not mean that we believe that investing in an instrument
linked to the underlyings is likely to achieve favorable returns.
In fact, as we are part of a global financial institution, our
affiliates may have positions (including short positions) in the
underlyings or in instruments related to the underlyings, and may
publish research or express opinions, that in each case are
inconsistent with an investment linked to the underlyings. These
and other activities of our affiliates may affect the closing
values of the underlyings in a way that negatively affects the
value of and your return on the securities. |
|
§ |
The closing value of an underlying may be adversely affected
by our or our affiliates’ hedging and other trading activities.
We expect to hedge our obligations under the securities through
CGMI or other of our affiliates, who may take positions in the
underlyings or in financial instruments related to the underlyings
and may adjust such positions during the term of the securities.
Our affiliates also take positions in the underlyings or in
financial instruments related to the underlyings on a regular basis
(taking long or short positions or both), for their accounts, for
other accounts under their management or to facilitate transactions
on behalf of customers. These activities could affect the closing
values of the underlyings in a way that negatively affects the
value of and your return on the securities. They could also result
in substantial returns for us or our affiliates while the value of
the securities declines. |
|
§ |
We and our affiliates may have economic interests that are
adverse to yours as a result of our affiliates’ business
activities. Our affiliates engage in business activities with a
wide range of companies. These activities include extending loans,
making and facilitating investments, underwriting securities
offerings and providing advisory services. These activities could
involve or affect the underlyings in a way that negatively affects
the value of and your return on the securities. They could also
result in substantial returns for us or our affiliates while the
value of the securities declines. In addition, in the course of
this business, we or our affiliates may acquire non-public
information, which will not be disclosed to you. |
|
§ |
The calculation agent, which is an affiliate of ours, will
make important determinations with respect to the securities.
If certain events occur during the term of the securities, such as
market disruption events and other events with respect to an
underlying, CGMI, as calculation agent, will be required to make
discretionary judgments that could significantly affect your return
on the securities. In making these judgments, the calculation
agent’s interests as an affiliate of ours could be adverse to your
interests as a holder of the securities. See “Risk Factors Relating
to the Securities—Risk Factors Relating to All Securities—The
calculation agent, which is an affiliate of ours, will make
important determinations with respect to the securities” in the
accompanying product supplement. |
|
§ |
Changes that affect the underlyings may affect the value of
your securities. The sponsors of the underlyings may at any
time make methodological changes or other changes in the manner in
which they operate that could affect the values of the underlyings.
We are not affiliated with any such underlying sponsor and,
accordingly, we have no control over any changes any such sponsor
may make. Such changes could adversely affect the performance of
the underlyings and the value of and your return on the
securities. |
|
§ |
The U.S. federal tax consequences of an investment in the
securities are unclear. There is no direct legal authority
regarding the proper U.S. federal tax treatment of the securities,
and we do not plan to request a ruling from the Internal Revenue
Service (the “IRS”). Consequently, significant aspects of the tax
treatment of the securities are uncertain, and the IRS or a court
might not agree with the treatment of the securities as prepaid
forward contracts. If the IRS were successful in asserting an
alternative treatment of the securities, the tax consequences of
the ownership and disposition of the securities might be materially
and adversely affected. Moreover, future legislation, Treasury
regulations or IRS guidance could adversely affect the U.S. federal
tax treatment of the securities, possibly retroactively. |
If you are a non-U.S. investor, you should review the discussion of
withholding tax issues in “United States Federal Tax
Considerations—Non-U.S. Holders” below.
You should read carefully the discussion under “United States
Federal Tax Considerations” and “Risk Factors Relating to the
Securities” in the accompanying product supplement and “United
States Federal Tax Considerations” in this pricing supplement. You
should also consult your tax adviser regarding the U.S. federal tax
consequences of an investment in the securities, as well as tax
consequences arising under the laws of any state, local or non-U.S.
taxing jurisdiction.
|
Citigroup Global Markets Holdings
Inc. |
| |
Information About the Dow Jones Industrial AverageTM
The Dow Jones Industrial AverageTM is a price-weighted
index rather than a market capitalization-weighted index. The Dow
Jones Industrial AverageTM consists of 30 common stocks
chosen as representative of the broad market of U.S. industry. It
is calculated and maintained by S&P Dow Jones Indices LLC.
Please refer to the section “Equity Index Descriptions— The Dow
Jones Industrial AverageTM” in the accompanying
underlying supplement for additional information.
We have derived all information regarding the Dow Jones Industrial
AverageTM from publicly available information and have
not independently verified any information regarding the Dow Jones
Industrial AverageTM. This pricing supplement relates
only to the securities and not to the Dow Jones Industrial
AverageTM. We make no representation as to the
performance of the Dow Jones Industrial AverageTM over
the term of the securities.
The securities represent obligations of Citigroup Global Markets
Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of
the Dow Jones Industrial AverageTM is not involved in
any way in this offering and has no obligation relating to the
securities or to holders of the securities.
Historical Information
The closing value of the Dow Jones Industrial AverageTM
on January 20, 2021 was 31,188.38.
The graph below shows the closing value of the Dow Jones Industrial
AverageTM for each day such value was available from
January 3, 2011 to January 20, 2021. We obtained the closing values
from Bloomberg L.P., without independent verification. You should
not take historical closing values as an indication of future
performance.
Dow Jones Industrial
AverageTM – Historical Closing
Values
January 3,
2011 to January 20, 2021 |
 |
|
Citigroup Global Markets Holdings
Inc. |
| |
Information About the Russell 2000® Index
The Russell 2000® Index is designed to track the
performance of the small capitalization segment of the U.S. equity
market. All stocks included in the Russell 2000® Index
are traded on a major U.S. exchange. It is calculated and
maintained by FTSE Russell.
Please refer to the section “Equity Index Descriptions— The Russell
Indices” in the accompanying underlying supplement for additional
information.
We have derived all information regarding the Russell
2000® Index from publicly available information and have
not independently verified any information regarding the Russell
2000® Index. This pricing supplement relates only to the
securities and not to the Russell 2000® Index. We make
no representation as to the performance of the Russell
2000® Index over the term of the securities.
The securities represent obligations of Citigroup Global Markets
Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of
the Russell 2000® Index is not involved in any way in
this offering and has no obligation relating to the securities or
to holders of the securities.
Historical Information
The closing value of the Russell 2000® Index on January
20, 2021 was 2,160.617.
The graph below shows the closing value of the Russell
2000® Index for each day such value was available from
January 3, 2011 to January 20, 2021. We obtained the closing values
from Bloomberg L.P., without independent verification. You should
not take historical closing values as an indication of future
performance.
Russell 2000® Index –
Historical Closing Values
January 3,
2011 to January 20, 2021 |
 |
|
Citigroup Global Markets Holdings
Inc. |
| |
Information About the S&P 500® Index
The S&P 500® Index consists of the common stocks of
500 issuers selected to provide a performance benchmark for the
large capitalization segment of the U.S. equity markets. It is
calculated and maintained by S&P Dow Jones Indices LLC.
Please refer to the section “Equity Index Descriptions— The S&P
U.S. Indices” in the accompanying underlying supplement for
additional information.
We have derived all information regarding the S&P
500® Index from publicly available information and have
not independently verified any information regarding the S&P
500® Index. This pricing supplement relates only to the
securities and not to the S&P 500® Index. We make no
representation as to the performance of the S&P 500®
Index over the term of the securities.
The securities represent obligations of Citigroup Global Markets
Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of
the S&P 500® Index is not involved in any way in
this offering and has no obligation relating to the securities or
to holders of the securities.
Historical Information
The closing value of the S&P 500® Index on January
20, 2021 was 3,851.85.
The graph below shows the closing value of the S&P
500® Index for each day such value was available from
January 3, 2011 to January 20, 2021. We obtained the closing values
from Bloomberg L.P., without independent verification. You should
not take historical closing values as an indication of future
performance.
S&P 500® Index –
Historical Closing Values
January 3,
2011 to January 20, 2021 |
 |
|
Citigroup Global Markets Holdings
Inc. |
| |
United States Federal Tax Considerations
You should read carefully the discussion under “United States
Federal Tax Considerations” and “Risk Factors Relating to the
Securities” in the accompanying product supplement and “Summary
Risk Factors” in this pricing supplement.
In the opinion of our counsel, Davis Polk & Wardwell LLP, which
is based on current market conditions, a security should be treated
as a prepaid forward contract for U.S. federal income tax purposes.
By purchasing a security, you agree (in the absence of an
administrative determination or judicial ruling to the contrary) to
this treatment. There is uncertainty regarding this treatment, and
the IRS or a court might not agree with it.
Assuming this treatment of the securities is respected and subject
to the discussion in “United States Federal Tax Considerations” in
the accompanying product supplement, the following U.S. federal
income tax consequences should result under current law:
|
· |
You should not recognize taxable income over the term of the
securities prior to maturity, other than pursuant to a sale or
exchange. |
|
· |
Upon a sale or exchange of a security (including retirement at
maturity), you should recognize capital gain or loss equal to the
difference between the amount realized and your tax basis in the
security. Such gain or loss should be long-term capital gain or
loss if you held the security for more than one year. |
We do not plan to request a ruling from the IRS regarding the
treatment of the securities. An alternative characterization of the
securities could materially and adversely affect the tax
consequences of ownership and disposition of the securities,
including the timing and character of income recognized. In
addition, the U.S. Treasury Department and the IRS have requested
comments on various issues regarding the U.S. federal income tax
treatment of “prepaid forward contracts” and similar financial
instruments and have indicated that such transactions may be the
subject of future regulations or other guidance. Furthermore,
members of Congress have proposed legislative changes to the tax
treatment of derivative contracts. Any legislation, Treasury
regulations or other guidance promulgated after consideration of
these issues could materially and adversely affect the tax
consequences of an investment in the securities, possibly with
retroactive effect. You should consult your tax adviser regarding
possible alternative tax treatments of the securities and potential
changes in applicable law.
Non-U.S. Holders. Subject to the discussions below and in
“United States Federal Tax Considerations” in the accompanying
product supplement, if you are a Non-U.S. Holder (as defined in the
accompanying product supplement) of the securities, you generally
should not be subject to U.S. federal withholding or income tax in
respect of any amount paid to you with respect to the securities,
provided that (i) income in respect of the securities is not
effectively connected with your conduct of a trade or business in
the United States, and (ii) you comply with the applicable
certification requirements.
As discussed under “United States Federal Tax Considerations—Tax
Consequences to Non-U.S. Holders” in the accompanying product
supplement, Section 871(m) of the Code and Treasury regulations
promulgated thereunder (“Section 871(m)”) generally impose a 30%
withholding tax on dividend equivalents paid or deemed paid to
Non-U.S. Holders with respect to certain financial instruments
linked to U.S. equities (“U.S. Underlying Equities”) or indices
that include U.S. Underlying Equities. Section 871(m) generally
applies to instruments that substantially replicate the economic
performance of one or more U.S. Underlying Equities, as determined
based on tests set forth in the applicable Treasury regulations.
However, the regulations, as modified by an IRS notice, exempt
financial instruments issued prior to January 1, 2023 that do not
have a “delta” of one. Based on the terms of the securities and
representations provided by us, our counsel is of the opinion that
the securities should not be treated as transactions that have a
“delta” of one within the meaning of the regulations with respect
to any U.S. Underlying Equity and, therefore, should not be subject
to withholding tax under Section 871(m).
A
determination that the securities are not subject to Section 871(m)
is not binding on the IRS, and the IRS may disagree with this
treatment. Moreover, Section 871(m) is complex and its application
may depend on your particular circumstances, including your other
transactions. You should consult your tax adviser regarding the
potential application of Section 871(m) to the securities.
If withholding tax applies to the securities, we will not be
required to pay any additional amounts with respect to amounts
withheld.
You should read the section entitled “United States Federal Tax
Considerations” in the accompanying product supplement. The
preceding discussion, when read in combination with that section,
constitutes the full opinion of Davis Polk & Wardwell LLP
regarding the material U.S. federal tax consequences of owning and
disposing of the securities.
You should also consult your tax adviser regarding all aspects
of the U.S. federal income and estate tax consequences of an
investment in the securities and any tax consequences arising under
the laws of any state, local or non-U.S. taxing
jurisdiction.
Supplemental Plan of Distribution
CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and
the underwriter of the sale of the securities, is acting as
principal and will receive an underwriting fee of up to $41.25 for
each security sold in this offering. The actual underwriting fee
will be equal to the selling concession provided to selected
dealers, as described in this paragraph. From this underwriting
fee, CGMI will pay selected dealers not affiliated with CGMI a
variable selling concession of up to $41.25 for each security they
sell. For the avoidance of doubt, any fees or selling concessions
described in this pricing supplement will not be rebated if the
securities are automatically redeemed prior to maturity.
See “Plan of Distribution; Conflicts of Interest” in the
accompanying product supplement and “Plan of Distribution” in each
of the accompanying prospectus supplement and prospectus for
additional information.
Valuation of the Securities
CGMI calculated the estimated value of the securities set forth on
the cover page of this pricing supplement based on proprietary
pricing models. CGMI’s proprietary pricing models generated an
estimated value for the securities by estimating the value of a
hypothetical package of financial instruments that would replicate
the payout on the securities, which consists of a fixed-income bond
(the “bond component”) and one or more
|
Citigroup Global Markets Holdings
Inc. |
| |
derivative instruments underlying the economic terms of the
securities (the “derivative component”). CGMI calculated the
estimated value of the bond component using a discount rate based
on our internal funding rate. CGMI calculated the estimated value
of the derivative component based on a proprietary
derivative-pricing model, which generated a theoretical price for
the instruments that constitute the derivative component based on
various inputs, including the factors described under “Summary Risk
Factors—The value of the securities prior to maturity will
fluctuate based on many unpredictable factors” in this pricing
supplement, but not including our or Citigroup Inc.’s
creditworthiness. These inputs may be market-observable or may be
based on assumptions made by CGMI in its discretionary
judgment.
For a period of approximately four months following issuance of the
securities, the price, if any, at which CGMI would be willing to
buy the securities from investors, and the value that will be
indicated for the securities on any brokerage account statements
prepared by CGMI or its affiliates (which value CGMI may also
publish through one or more financial information vendors), will
reflect a temporary upward adjustment from the price or value that
would otherwise be determined. This temporary upward adjustment
represents a portion of the hedging profit expected to be realized
by CGMI or its affiliates over the term of the securities. The
amount of this temporary upward adjustment will decline to zero on
a straight-line basis over the four-month temporary adjustment
period. However, CGMI is not obligated to buy the securities from
investors at any time. See “Summary Risk Factors—The
securities will not be listed on any securities exchange and you
may not be able to sell them prior to maturity.”
Certain Selling Restrictions
Hong Kong Special Administrative Region
The contents of this pricing supplement and the accompanying
product supplement, underlying supplement, prospectus supplement
and prospectus have not been reviewed by any regulatory authority
in the Hong Kong Special Administrative Region of the People’s
Republic of China (“Hong Kong”). Investors are advised to exercise
caution in relation to the offer. If investors are in any doubt
about any of the contents of this pricing supplement and the
accompanying product supplement, underlying supplement, prospectus
supplement and prospectus, they should obtain independent
professional advice.
The securities have not been offered or sold and will not be
offered or sold in Hong Kong by means of any document, other
than
|
(i) |
to persons whose ordinary business is to buy or sell shares or
debentures (whether as principal or agent); or |
|
(ii) |
to “professional investors” as defined in the Securities and
Futures Ordinance (Cap. 571) of Hong Kong (the “Securities and
Futures Ordinance”) and any rules made under that Ordinance;
or |
|
(iii) |
in other circumstances which do not result in the document
being a “prospectus” as defined in the Companies Ordinance (Cap.
32) of Hong Kong or which do not constitute an offer to the public
within the meaning of that Ordinance; and |
There is no advertisement, invitation or document relating to the
securities which is directed at, or the contents of which are
likely to be accessed or read by, the public of Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other
than with respect to securities which are or are intended to be
disposed of only to persons outside Hong Kong or only to
“professional investors” as defined in the Securities and Futures
Ordinance and any rules made under that Ordinance.
Non-insured Product: These securities are not insured by any
governmental agency. These securities are not bank deposits and are
not covered by the Hong Kong Deposit Protection Scheme.
Singapore
This pricing supplement and the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus have
not been registered as a prospectus with the Monetary Authority of
Singapore, and the securities will be offered pursuant to
exemptions under the Securities and Futures Act, Chapter 289 of
Singapore (the “Securities and Futures Act”). Accordingly, the
securities may not be offered or sold or made the subject of an
invitation for subscription or purchase nor may this pricing
supplement or any other document or material in connection with the
offer or sale or invitation for subscription or purchase of any
securities be circulated or distributed, whether directly or
indirectly, to any person in Singapore other than (a) to an
institutional investor pursuant to Section 274 of the Securities
and Futures Act, (b) to a relevant person under Section 275(1) of
the Securities and Futures Act or to any person pursuant to Section
275(1A) of the Securities and Futures Act and in accordance with
the conditions specified in Section 275 of the Securities and
Futures Act, or (c) otherwise pursuant to, and in accordance with
the conditions of, any other applicable provision of the Securities
and Futures Act. Where the securities are subscribed or purchased
under Section 275 of the Securities and Futures Act by a relevant
person which is:
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(a) |
a corporation (which is not an accredited investor (as defined
in Section 4A of the Securities and Futures Act)) the sole business
of which is to hold investments and the entire share capital of
which is owned by one or more individuals, each of whom is an
accredited investor; or |
|
(b) |
a trust (where the trustee is not an accredited investor) whose
sole purpose is to hold investments and each beneficiary is an
individual who is an accredited investor, securities (as defined in
Section 239(1) of the Securities and Futures Act) of that
corporation or the beneficiaries’ rights and interests (howsoever
described) in that trust shall not be transferable for 6 months
after that corporation or that trust has acquired the relevant
securities pursuant to an offer under Section 275 of the Securities
and Futures Act except: |
|
(i) |
to an institutional investor or to a relevant person defined in
Section 275(2) of the Securities and Futures Act or to any person
arising from an offer referred to in Section 275(1A) or Section
276(4)(i)(B) of the Securities and Futures Act; or |
|
(ii) |
where no consideration is or will be given for the transfer;
or |
|
Citigroup Global Markets Holdings
Inc. |
| |
|
(iii) |
where the transfer is by operation of law; or |
|
(iv) |
pursuant to Section 276(7) of the Securities and Futures Act;
or |
|
(v) |
as specified in Regulation 32 of the Securities and Futures
(Offers of Investments) (Shares and Debentures) Regulations 2005 of
Singapore. |
Any securities referred to herein may not be registered with any
regulator, regulatory body or similar organization or institution
in any jurisdiction.
The securities are Specified Investment Products (as defined in the
Notice on Recommendations on Investment Products and Notice on the
Sale of Investment Product issued by the Monetary Authority of
Singapore on 28 July 2011) that is neither listed nor quoted on a
securities market or a futures market.
Non-insured Product: These securities are not insured by any
governmental agency. These securities are not bank deposits. These
securities are not insured products subject to the provisions of
the Deposit Insurance and Policy Owners’ Protection Schemes Act
2011 of Singapore and are not eligible for deposit insurance
coverage under the Deposit Insurance Scheme.
Validity of the Securities
In the opinion of Davis Polk & Wardwell LLP, as special
products counsel to Citigroup Global Markets Holdings Inc., when
the securities offered by this pricing supplement have been
executed and issued by Citigroup Global Markets Holdings Inc. and
authenticated by the trustee pursuant to the indenture, and
delivered against payment therefor, such securities and the related
guarantee of Citigroup Inc. will be valid and binding obligations
of Citigroup Global Markets Holdings Inc. and Citigroup Inc.,
respectively, enforceable in accordance with their respective
terms, subject to applicable bankruptcy, insolvency and similar
laws affecting creditors’ rights generally, concepts of
reasonableness and equitable principles of general applicability
(including, without limitation, concepts of good faith, fair
dealing and the lack of bad faith), provided that such counsel
expresses no opinion as to the effect of fraudulent conveyance,
fraudulent transfer or similar provision of applicable law on the
conclusions expressed above. This opinion is given as of the date
of this pricing supplement and is limited to the laws of the State
of New York, except that such counsel expresses no opinion as to
the application of state securities or Blue Sky laws to the
securities.
In giving this opinion, Davis Polk & Wardwell LLP has assumed
the legal conclusions expressed in the opinions set forth below of
Scott L. Flood, General Counsel and Secretary of Citigroup Global
Markets Holdings Inc., and Barbara Politi, Assistant General
Counsel—Capital Markets of Citigroup Inc. In addition,
this opinion is subject to the assumptions set forth in the letter
of Davis Polk & Wardwell LLP dated May 17, 2018, which has been
filed as an exhibit to a Current Report on Form 8-K filed by
Citigroup Inc. on May 17, 2018, that the indenture has been duly
authorized, executed and delivered by, and is a valid, binding and
enforceable agreement of, the trustee and that none of the terms of
the securities nor the issuance and delivery of the securities and
the related guarantee, nor the compliance by Citigroup Global
Markets Holdings Inc. and Citigroup Inc. with the terms of the
securities and the related guarantee respectively, will result in a
violation of any provision of any instrument or agreement then
binding upon Citigroup Global Markets Holdings Inc. or Citigroup
Inc., as applicable, or any restriction imposed by any court or
governmental body having jurisdiction over Citigroup Global Markets
Holdings Inc. or Citigroup Inc., as applicable.
In the opinion of Scott L. Flood, Secretary and General Counsel of
Citigroup Global Markets Holdings Inc., (i) the terms of the
securities offered by this pricing supplement have been duly
established under the indenture and the Board of Directors (or a
duly authorized committee thereof) of Citigroup Global Markets
Holdings Inc. has duly authorized the issuance and sale of such
securities and such authorization has not been modified or
rescinded; (ii) Citigroup Global Markets Holdings Inc. is validly
existing and in good standing under the laws of the State of New
York; (iii) the indenture has been duly authorized, executed and
delivered by Citigroup Global Markets Holdings Inc.; and (iv) the
execution and delivery of such indenture and of the securities
offered by this pricing supplement by Citigroup Global Markets
Holdings Inc., and the performance by Citigroup Global Markets
Holdings Inc. of its obligations thereunder, are within its
corporate powers and do not contravene its certificate of
incorporation or bylaws or other constitutive documents. This
opinion is given as of the date of this pricing supplement and is
limited to the laws of the State of New York.
Scott L. Flood, or other internal attorneys with whom he has
consulted, has examined and is familiar with originals, or copies
certified or otherwise identified to his satisfaction, of such
corporate records of Citigroup Global Markets Holdings Inc.,
certificates or documents as he has deemed appropriate as a basis
for the opinions expressed above. In such examination, he or such
persons has assumed the legal capacity of all natural persons, the
genuineness of all signatures (other than those of officers of
Citigroup Global Markets Holdings Inc.), the authenticity of all
documents submitted to him or such persons as originals, the
conformity to original documents of all documents submitted to him
or such persons as certified or photostatic copies and the
authenticity of the originals of such copies.
In the opinion of Barbara Politi, Assistant General Counsel—Capital
Markets of Citigroup Inc., (i) the Board of Directors (or a duly
authorized committee thereof) of Citigroup Inc. has duly authorized
the guarantee of such securities by Citigroup Inc. and such
authorization has not been modified or rescinded; (ii) Citigroup
Inc. is validly existing and in good standing under the laws of the
State of Delaware; (iii) the indenture has been duly authorized,
executed and delivered by Citigroup Inc.; and (iv) the execution
and delivery of such indenture, and the performance by Citigroup
Inc. of its obligations thereunder, are within its corporate powers
and do not contravene its certificate of incorporation or bylaws or
other constitutive documents. This opinion is given as
of the date of this pricing supplement and is limited to the
General Corporation Law of the State of Delaware.
Barbara Politi, or other internal attorneys with whom she has
consulted, has examined and is familiar with originals, or copies
certified or otherwise identified to her satisfaction, of such
corporate records of Citigroup Inc., certificates or documents as
she has deemed appropriate as a basis for the opinions expressed
above. In such examination, she or such persons has assumed the
legal capacity of all natural persons, the genuineness of all
signatures (other than those of officers of Citigroup Inc.), the
authenticity of all documents submitted to her or such persons as
originals, the conformity to original documents of all documents
submitted to her or such persons as certified or photostatic copies
and the authenticity of the originals of such copies.
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Inc. |
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Contact
Clients may contact their local brokerage representative.
Third-party distributors may contact Citi Structured Investment
Sales at (212) 723-7005.
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