|
Citigroup Global Markets Holdings
Inc. |
January 20, 2021
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2021-USNCH6341
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-224495-03
|
Single Observation ELKS®
Based on the Common Stock of Apple Inc. Due January 25,
2022
Overview
These Single Observation Equity Linked Securities
(ELKS®), which we refer to as the “securities,” are
unsecured senior debt securities issued by Citigroup Global Markets
Holdings Inc. and guaranteed by Citigroup Inc. The securities offer
a monthly coupon payment at a per annum rate that is generally
higher than the rate we would pay on conventional debt securities
of the same maturity. In exchange for this higher coupon, you will
be exposed to the risk that, if a downside event (as described
below) occurs, you will not receive the stated principal amount of
your securities at maturity and, instead, will receive shares of
common stock of Apple Inc. (or, in our sole discretion, cash based
on the value of those shares) that are worth significantly less
than the stated principal amount and may be worth nothing.
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 cash or underlying shares due under the
securities if we and Citigroup Inc. default on our obligations.
All payments and/or deliveries 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. |
| Underlying
shares: |
Shares of common
stock of Apple Inc. (Nasdaq symbol: “AAPL”) (the “underlying share
issuer”) |
| Aggregate
stated principal amount: |
$1,771,000 |
| Stated
principal amount: |
$1,000 per
security |
| Pricing
date: |
January 20,
2021 |
| Issue
date: |
January 25,
2021 |
| Valuation
date: |
January 20, 2022,
subject to postponement if such date is not a scheduled trading day
or if certain market disruption events occur |
| Maturity
date: |
January 25,
2022 |
| Coupon: |
8.00% per
annum |
| Coupon payment
dates: |
February 25, 2021,
March 25, 2021, April 26, 2021, May 25, 2021, June 25, 2021, July
26, 2021, August 25, 2021, September 27, 2021, October 25, 2021,
November 26, 2021, December 27, 2021 and the maturity
date |
| Payment at
maturity: |
For each $1,000 security you hold at maturity, you will be entitled
to receive the final coupon payment plus:
▪
If a downside event occurs:
a number of underlying shares equal to the equity ratio (or, in our
sole discretion, cash in an amount equal to the equity ratio
multiplied by the final share price)
▪
If a downside event does not occur:
$1,000 in cash
If a downside event occurs, you will not receive the stated
principal amount of your securities at maturity and, instead, will
receive underlying shares (or, in our sole discretion, cash based
on the value thereof) expected to be worth less than 76.00% of the
stated principal amount and may be worth nothing. Although you are
expected to be subject to the risk of a decline in the price of the
underlying shares, you will not participate in any appreciation of
the underlying shares over the term of the securities. The number
of full underlying shares and any cash in lieu of a fractional
underlying share that you receive at maturity will be calculated
based on the aggregate number of securities you then hold.
|
| Downside
event: |
A downside event will
occur if the final share price is less than the downside threshold
price |
| Downside threshold
price: |
$100.343, 76.00% of
the initial share price |
| Initial share
price: |
$132.03, the closing
price of the underlying shares on the pricing date |
| Final share
price: |
The closing price of
the underlying shares on the valuation date |
| Equity
ratio: |
7.57404, the stated
principal amount divided by the initial share
price |
| Listing: |
The securities will
not be listed on any securities exchange |
| CUSIP /
ISIN: |
17328NDZ8 /
US17328NDZ87 |
| 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 |
| Per security: |
$1,000 |
$10 |
$990 |
| Total: |
$1,771,000 |
$17,710 |
$1,753,290 |
(1) On the date of this pricing supplement, the estimated value of
the securities is $968.80 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) 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.
Investing in the securities
involves risks not associated with an investment in conventional
debt securities. See “Summary Risk Factors” beginning on page
PS-3.
Neither the Securities and Exchange Commission (the “SEC”) nor
any state securities commission has approved or disapproved of the
securities or determined that this pricing supplement and the
accompanying product 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, prospectus supplement and
prospectus, each of which can be accessed via the hyperlinks
below:
Product
Supplement No. ES-01-07 dated March 8,
2019 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. |
| |
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, certain events may occur that
could affect your payment at maturity or, in the case of a
delisting of the underlying shares, could give us the right to call
the securities prior to maturity for an amount that may be less
than the stated principal amount. These events, including market
disruption events and other events affecting the underlying shares,
and their consequences are described in the accompanying product
supplement in the sections “Description of the
Securities—Consequences of a Market Disruption Event; Postponement
of the Valuation Date,” “—Dilution and Reorganization Adjustments”
and “—Delisting of Underlying Shares (Other than Shares of an
ETF),” and not in this pricing supplement. It is important that you
read the accompanying product supplement, prospectus supplement and
prospectus together with this pricing supplement in connection with
your investment 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 Examples
The table below illustrates what you will receive at maturity of
the securities for a range of hypothetical closing prices of the
underlying shares on the valuation date.
The table below is based on the following hypothetical values and
assumptions in order to illustrate how the securities work (and
does not reflect the actual initial share price, equity ratio,
downside threshold price, coupon rate or dividend yield on the
underlying shares):
|
Initial share
price: |
$100.00 (the hypothetical closing
price of the underlying shares on the pricing date) |
|
Equity
ratio: |
10.00000 (the $1,000 stated principal
amount per security divided by the hypothetical initial
share price) |
|
Downside threshold
price: |
$77.00 (77.00% of the hypothetical
initial share price) |
|
Coupon: |
8.00% per annum |
|
Annualized
dividend yield: |
0.6477% (the hypothetical dividend
yield) |
|
Term: |
1 year |
The following hypothetical examples assume that the closing price
of the underlying shares on the valuation date is the same as the
closing price of the underlying shares on the maturity date.
|
Hypothetical closing price of the
underlying shares on the valuation date |
Hypothetical percentage change from
the initial share price to the final share price |
Value of the underlying shares or
cash amount at maturity(1) per security |
Total coupon payments per
security |
Total value received per
security |
Total return of the underlying
shares(2) |
Total return of the
securities |
|
$0.00 |
-100.00% |
$0.00 |
$80.00 |
$80.00 |
-99.35% |
-92.00% |
|
$50.00 |
-50.00% |
$500.00 |
$80.00 |
$580.00 |
-49.35% |
-42.00% |
|
$76.99 |
-23.01% |
$769.90 |
$80.00 |
$849.90 |
-22.36% |
-15.01% |
|
$77.00 |
-23.00% |
$1,000.00 |
$80.00 |
$1,080.00 |
-22.35% |
8.00% |
|
$90.00 |
-10.00% |
$1,000.00 |
$80.00 |
$1,080.00 |
-9.35% |
8.00% |
|
$100.00 |
0.00% |
$1,000.00 |
$80.00 |
$1,080.00 |
0.65% |
8.00% |
|
$110.00 |
10.00% |
$1,000.00 |
$80.00 |
$1,080.00 |
10.65% |
8.00% |
|
$125.00 |
25.00% |
$1,000.00 |
$80.00 |
$1,080.00 |
25.65% |
8.00% |
|
$150.00 |
50.00% |
$1,000.00 |
$80.00 |
$1,080.00 |
50.65% |
8.00% |
|
$200.00 |
100.00% |
$1,000.00 |
$80.00 |
$1,080.00 |
100.65% |
8.00% |
(1) Based on the closing price on the valuation date. If we elect
to deliver any underlying shares as payment at maturity, you will
receive such underlying shares on the maturity date. Excludes final
coupon payment.
(2) Includes hypothetical dividend yield. The return on the
securities will not reflect dividends.
The above table does not illustrate all possible variations in what
you will receive at maturity. The examples above are intended to
illustrate how what you will receive at maturity will depend on
whether the closing price of the underlying shares on the valuation
date is less than the downside threshold price and, if less, by how
much.
|
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 the underlying shares. 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 ES-4 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 some 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 a downside event occurs, you will not receive the
stated principal amount of your securities at maturity and,
instead, will receive underlying shares (or, in our sole
discretion, cash based on the value thereof) expected to be worth
less than the stated principal amount and may be worth
nothing. |
We may elect, in our sole discretion, to pay you cash at maturity
in lieu of delivering any underlying shares. If we elect to pay you
cash at maturity in lieu of delivering any underlying shares, the
amount of that cash may be less than the market value of the
underlying shares on the maturity date because the market value
will likely fluctuate between the valuation date and the maturity
date. Conversely, if we do not exercise our cash election right and
instead deliver underlying shares to you on the maturity date, the
market value of such underlying shares may be less than the cash
amount you would have received if we had exercised our cash
election right. We will have no obligation to take your interests
into account when deciding whether to exercise our cash election
right.
|
▪ |
The securities will be adversely affected by volatility in
the price of the underlying shares. The more volatile the price
of the underlying shares, the more likely it is that a downside
event will occur and that you will not receive the full stated
principal amount of your securities at maturity. In general, the
higher the coupon on the securities, the greater the expected
likelihood as of the pricing date that a downside event will occur
and, as a result, that you will receive underlying shares at
maturity (or, in our sole discretion, cash based on the value
thereof) worth less than the stated principal amount. |
|
▪ |
The securities offer downside exposure, but no upside
exposure, to the underlying shares. You will not participate in
any appreciation in the price of the underlying shares over the
term of the securities. Consequently, any positive return on the
securities will be limited to the coupon payments and may be
significantly less than the return on the underlying shares over
the term of the securities. In addition, you will not receive any
dividends or other distributions or have any other rights with
respect to the underlying shares over the term of the
securities. |
|
▪ |
The occurrence of a downside event depends on the closing
price of the underlying shares on a single day, which makes the
securities particularly sensitive to the volatility of the
underlying shares. What you receive at maturity will depend
solely on the final share price of the underlying shares on the
valuation date, and not on any other day during the term of the
securities. If the final share price of the underlying shares on
the valuation date is less than the downside threshold price, a
downside event will occur and you will not receive the full stated
principal amount of your securities at maturity, even if the
closing price of the underlying shares is greater than the downside
threshold price on other dates during the term of the securities.
Because the performance of the securities depends on the closing
price of the underlying shares on a single day, the securities will
be particularly sensitive to volatility in the closing price of the
underlying shares. You should understand that the underlying shares
have 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. |
|
Citigroup Global Markets Holdings
Inc. |
| |
|
▪ |
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) the selling concessions 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 the underlying shares, the dividend yield
on the underlying shares 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
we will pay investors in 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. |
|
▪ |
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 price and
volatility of the underlying shares and a number of other factors,
including the dividend yield on the underlying shares, interest
rates generally, the time remaining to maturity and our and
Citigroup Inc.’s creditworthiness, as reflected in our secondary
market rate. Changes in the price of the underlying shares 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. |
|
▪ |
Our offering of the securities does not constitute a
recommendation of the underlying shares. The fact that we are
offering the securities does not mean that we believe that
investing in an instrument linked to the underlying shares 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) |
|
Citigroup Global Markets Holdings
Inc. |
| |
in the underlying shares over the term of the securities or in
instruments related to the underlying shares over the term of the
securities and may publish research or express opinions, that in
each case are inconsistent with an investment linked to the
underlying shares. These and other activities of our affiliates may
affect the price of the underlying shares in a way that has a
negative impact on your interests as a holder of the
securities.
|
▪ |
The price of the underlying shares may be adversely affected
by our or our affiliates’ hedging and other trading activities.
We have hedged our obligations under the securities through CGMI or
other of our affiliates, who have taken positions directly in the
underlying shares and other financial instruments related to the
underlying shares and may adjust such positions during the term of
the securities. Our affiliates also trade the underlying shares and
other financial instruments related to the underlying shares 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 price of the underlying shares in a way that
negatively affects the value of 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 may currently or from time to time
engage in business with the underlying share issuer, including
extending loans to, making equity investments in or providing
advisory services to the underlying share issuer. In the course of
this business, we or our affiliates may acquire non-public
information about the underlying share issuer, which we will not
disclose to you. Moreover, if any of our affiliates is or becomes a
creditor of the underlying share issuer, they may exercise any
remedies against the underlying share issuer that are available to
them without regard to your interests. |
|
▪ |
You will have no rights and will not receive dividends with
respect to the underlying shares unless and until you receive
underlying shares at maturity. You should understand that you
will not receive any dividend payments under the securities. In
addition, if any change to the underlying shares is proposed, such
as an amendment to the underlying share issuer’s organizational
documents, you will not have the right to vote on such change, but
you will be subject to such change in the event you receive
underlying shares at maturity. Any such change may adversely affect
the market price of the underlying shares. |
|
▪ |
Even if the underlying share issuer pays a dividend that it
identifies as special or extraordinary, no adjustment will be
required under the securities for that dividend unless it meets the
criteria specified in the accompanying product supplement. In
general, an adjustment will not be made under the terms of the
securities for any cash dividend paid on the underlying shares
unless the amount of the dividend per underlying share, together
with any other dividends paid in the same fiscal quarter, exceeds
the dividend paid per underlying share in the most recent fiscal
quarter by an amount equal to at least 10% of the closing price of
the underlying shares on the date of declaration of the dividend.
Any dividend will reduce the closing price of the underlying shares
by the amount of the dividend per underlying share. If the
underlying share issuer pays any dividend for which an adjustment
is not made under the terms of the securities, holders of the
securities will be adversely affected. See “Description of the
Securities—Dilution and Reorganization Adjustments—Certain
Extraordinary Cash Dividends” in the accompanying product
supplement. |
|
▪ |
The securities will not be adjusted for all events that
could affect the price of the underlying shares. For example,
we will not make any adjustment for ordinary dividends or
extraordinary dividends that do not meet the criteria described
above, partial tender offers or additional public offerings of the
underlying shares. Moreover, the adjustments we do make may not
fully offset the dilutive or adverse effect of the particular
event. Investors in the securities may be adversely affected by
such an event in a circumstance in which a direct holder of the
underlying shares would not. |
|
▪ |
If the underlying shares are delisted, we may call the
securities prior to maturity for an amount that may be less than
the stated principal amount. If we exercise this call right,
you will receive the amount described under “Description of the
Securities—Delisting of Underlying Shares (Other than Shares of an
ETF)” in the accompanying product supplement. This amount may be
less, and possibly significantly less, than the stated principal
amount of the securities. |
|
▪ |
The securities may become linked to shares of an issuer
other than the original underlying share issuer upon the occurrence
of a reorganization event or upon the delisting of the underlying
shares. For example, if the underlying share issuer enters into
a merger agreement that provides for holders of underlying shares
to receive shares of another entity, the shares of such other
entity will become the underlying shares for all purposes of the
securities upon consummation of the merger. Additionally, if the
underlying shares are delisted and we do not exercise our call
right, the calculation agent may, in its sole discretion, select
shares of another issuer to be the underlying shares. See
“Description of the Securities—Dilution and Reorganization
Adjustments” and “Delisting of Underlying Shares (Other than Shares
of an ETF)” in the accompanying product supplement. |
|
▪ |
The calculation agent, which is an affiliate of ours, will
make important determinations with respect to the securities.
If certain events occur, such as market disruption events,
corporate events with respect to the underlying share issuer that
may require a dilution adjustment or the delisting of the
underlying shares, CGMI, as calculation agent, will be required to
make discretionary judgments that could significantly affect what
you receive at maturity. 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. |
|
Citigroup Global Markets Holdings
Inc. |
| |
|
▪ |
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 described
in “United States Federal Tax Considerations” below. If the IRS
were successful in asserting an alternative treatment, the tax
consequences of ownership and disposition of the securities might
be materially and adversely affected. As described in the
accompanying product supplement under “United States Federal Tax
Considerations,” in 2007 the U.S. Treasury Department and the IRS
released a notice requesting comments on various issues regarding
the U.S. federal income tax treatment of “prepaid forward
contracts” and similar instruments. While it is not clear whether
the securities would be viewed as similar to the typical prepaid
forward contract described in the notice, it is possible that any
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, including
the character and timing of income or loss and the degree, if any,
to which income realized by non-U.S. persons should be subject to
withholding tax, possibly with retroactive effect. 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. |
As described in “United States Federal Tax Considerations” below,
in connection with any information reporting requirements we may
have in respect of the securities under applicable law, we intend
to treat a portion of each coupon payment as attributable to
interest and the remainder to option premium. However, in light of
the uncertain treatment of the securities, it is possible that
other persons having withholding or information reporting
responsibility in respect of the securities may treat a security
differently, for instance, by treating the entire coupon payment as
ordinary income at the time received or accrued by a holder and/or
treating some or all of each coupon payment on a security to a
non-U.S. investor as subject to withholding tax at a rate of
30%.
If withholding applies to the securities, we will not be required
to pay any additional amounts with respect to amounts withheld.
|
Citigroup Global Markets Holdings
Inc. |
| |
Information About Apple
Inc.
Apple Inc. designs, manufactures, and markets personal computers
and related personal computing and mobile communication devices
along with a variety of related software, services, peripherals,
and networking solutions. Apple Inc. sells its products worldwide
through its online stores, its retail stores, its direct sales
force, third-party wholesalers, and resellers. The underlying
shares of Apple Inc. are registered under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). Information provided
to or filed with the SEC by Apple Inc. pursuant to the Exchange Act
can be located by reference to the SEC file number 001-36743
through the SEC’s website at http://www.sec.gov. In addition,
information regarding Apple Inc. may be obtained from other sources
including, but not limited to, press releases, newspaper articles
and other publicly disseminated documents. The underlying shares of
Apple Inc. trade on the Nasdaq Global Select Market under the
ticker symbol “AAPL.”
This pricing supplement
relates only to the securities offered hereby and does not relate
to the underlying shares of Apple Inc. or other securities of Apple
Inc. We have derived all disclosures contained in this pricing
supplement regarding Apple Inc. from the publicly available
documents described above. In connection with the offering of the
securities, none of Citigroup Global Markets Holdings Inc.,
Citigroup Inc. or CGMI has participated in the preparation of such
documents or made any due diligence inquiry with respect to Apple
Inc.
The securities represent
obligations of Citigroup Global Markets Holdings Inc. (guaranteed
by Citigroup Inc.) only. Apple Inc. is not involved in any way in this
offering and has no obligation relating to the securities or to
holders of the securities.
Neither we nor any of our
affiliates make any representation to you as to the performance of
the underlying shares of Apple Inc.
Historical
Information
The graph below shows the
closing price of the underlying shares of Apple Inc.
for each day such price was
available from January 3, 2011 to January 20, 2021. The table that
follows shows the high and low closing prices of, and dividends
paid on, the underlying shares of Apple Inc. for each quarter in that same period. We
obtained the closing prices and other information below from
Bloomberg L.P., without independent verification. If certain
corporate transactions occurred during the historical period shown
below, including, but not limited to, spin-offs or mergers, then
the closing prices of the underlying shares of Apple Inc.
shown below for the period
prior to the occurrence of any such transaction have been adjusted
by Bloomberg L.P. as if any such transaction had occurred prior to
the first day in the period shown below. You should not take the
historical prices of the underlying shares of Apple Inc. as an
indication of future performance.
|
Common Stock of Apple Inc. – Historical Closing Prices
January 3, 2011 to January 20, 2021
|
 |
*
The red line indicates the downside threshold price of $100.343,
equal to 76.00% of the closing price on January 20, 2021.
|
Citigroup Global Markets Holdings
Inc. |
| |
|
Common Stock of
Apple Inc. |
High |
Low |
Dividends |
|
2011 |
|
|
|
|
First Quarter |
$12.969 |
$11.669 |
$0.00000 |
|
Second Quarter |
$12.611 |
$11.261 |
$0.00000 |
|
Third Quarter |
$14.766 |
$12.258 |
$0.00000 |
|
Fourth Quarter |
$15.08 |
$12.982 |
$0.00000 |
|
2012 |
|
|
|
|
First Quarter |
$22.058 |
$14.687 |
$0.00000 |
|
Second Quarter |
$22.723 |
$18.933 |
$0.00000 |
|
Third Quarter |
$25.075 |
$20.531 |
$0.09464 |
|
Fourth Quarter |
$23.991 |
$18.178 |
$0.09464 |
|
2013 |
|
|
|
|
First Quarter |
$19.608 |
$15.002 |
$0.09464 |
|
Second Quarter |
$16.566 |
$13.946 |
$0.10893 |
|
Third Quarter |
$18.134 |
$14.615 |
$0.10893 |
|
Fourth Quarter |
$20.36 |
$17.176 |
$0.10893 |
|
2014 |
|
|
|
|
First Quarter |
$19.906 |
$17.837 |
$0.10893 |
|
Second Quarter |
$23.563 |
$18.498 |
$0.11750 |
|
Third Quarter |
$25.825 |
$23.27 |
$0.11750 |
|
Fourth Quarter |
$29.75 |
$24.065 |
$0.11750 |
|
2015 |
|
|
|
|
First Quarter |
$33.25 |
$26.498 |
$0.11750 |
|
Second Quarter |
$33.163 |
$31.063 |
$0.13000 |
|
Third Quarter |
$33.018 |
$25.78 |
$0.13000 |
|
Fourth Quarter |
$30.643 |
$26.315 |
$0.13000 |
|
2016 |
|
|
|
|
First Quarter |
$27.39 |
$23.355 |
$0.13000 |
|
Second Quarter |
$28.025 |
$22.585 |
$0.14250 |
|
Third Quarter |
$28.893 |
$23.748 |
$0.14250 |
|
Fourth Quarter |
$29.563 |
$26.428 |
$0.14250 |
|
2017 |
|
|
|
|
First Quarter |
$36.03 |
$29.005 |
$0.14250 |
|
Second Quarter |
$39.025 |
$35.17 |
$0.15750 |
|
Third Quarter |
$41.013 |
$35.683 |
$0.15750 |
|
Fourth Quarter |
$44.105 |
$38.37 |
$0.15750 |
|
2018 |
|
|
|
|
First Quarter |
$45.43 |
$38.788 |
$0.15750 |
|
Second Quarter |
$48.495 |
$40.58 |
$0.18250 |
|
Third Quarter |
$57.09 |
$45.98 |
$0.18250 |
|
Fourth Quarter |
$58.018 |
$36.708 |
$0.18250 |
|
2019 |
|
|
|
|
First Quarter |
$48.773 |
$35.548 |
$0.18250 |
|
Second Quarter |
$52.938 |
$43.325 |
$0.19250 |
|
Third Quarter |
$55.993 |
$48.335 |
$0.19250 |
|
Fourth Quarter |
$73.413 |
$54.74 |
$0.19250 |
|
2020 |
|
|
|
|
First Quarter |
$81.80 |
$56.093 |
$0.19250 |
|
Second Quarter |
$91.632 |
$60.228 |
$0.20500 |
|
Third Quarter |
$134.18 |
$91.028 |
$0.20500 |
|
Fourth Quarter |
$136.69 |
$108.77 |
$0.20500 |
|
2021 |
|
|
|
|
First Quarter (through January 20,
2021) |
$132.05 |
$126.60 |
$0.00000 |
The closing price of the underlying shares of Apple Inc. on January
20, 2021 was $132.03.
We make no representation as to the amount of dividends, if any,
that may be paid on the underlying shares of Apple Inc. in the
future. In any event, as an investor in the securities, you will
not be entitled to receive dividends, if any, that may be payable
on the underlying shares of Apple Inc.
|
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. The discussion herein
does not address the consequences to taxpayers subject to special
tax accounting rules under Section 451(b) of the Code.
Due to the lack of any controlling legal authority, there is
substantial uncertainty regarding the U.S. federal tax consequences
of an investment in the securities. In connection with any
information reporting requirements we may have in respect of the
securities under applicable law, we intend (in the absence of an
administrative determination or judicial ruling to the contrary) to
treat a security as a put option (the “Put Option”) written by you
with respect to the underlying shares, secured by a cash deposit
equal to the stated principal amount of the security (the
“Deposit”). In the opinion of our counsel, Davis Polk &
Wardwell LLP, which is based on current market conditions, this
treatment of the securities is reasonable under current law;
however, our counsel has advised us that it is unable to conclude
affirmatively that this treatment is more likely than not to be
upheld, and that alternative treatments are possible. Under this
treatment:
|
· |
a portion of each coupon payment made with respect to the
securities will be attributable to interest on the Deposit;
and |
|
· |
the remainder will represent premium attributable to your grant
of the Put Option (“Put Premium”). |
We will treat 3.72% of each coupon payment as interest on the
Deposit and 96.28% as Put Premium.
Assuming the treatment of a security as a Put Option and a Deposit
is respected, amounts treated as interest on the Deposit should be
taxed as ordinary interest income, while the Put Premium should not
be taken into account prior to maturity or disposition of the
securities. See “United States Federal Tax Considerations—Tax
Consequences to U.S. Holders” in the accompanying product
supplement.
We do not plan to request a ruling from the IRS regarding the
treatment of the securities, and the IRS or a court might not agree
with the treatment described herein. In addition, the U.S. Treasury
Department and the IRS have released a notice requesting comments
on the U.S. federal income tax treatment of “prepaid forward
contracts.” While it is not clear whether the securities would be
viewed as similar to the typical prepaid forward contract described
in the notice, it is possible that any 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, including the character and timing of
income or loss and the degree, if any, to which income realized by
non-U.S. persons should be subject to withholding tax, possibly
with retroactive effect.
Non-U.S. Holders. Subject to the discussions below and in
the section of the accompanying product supplement entitled “United
States Federal Tax Considerations,” if you are a Non-U.S. Holder
(as defined in the accompanying product supplement) of the
securities, under current law 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 – Possible Withholding Under
Section 871(m) of the Code” 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.
While we currently do not intend to withhold on payments on the
securities to Non-U.S. Holders (subject to compliance with the
applicable certification requirements and the discussion in the
accompanying product supplement regarding “FATCA”), in light of the
uncertain treatment of the securities other persons having
withholding or information reporting responsibility in respect of
the securities may treat some or all of each coupon payment on a
security as subject to withholding tax at a rate of 30%. Moreover,
it is possible that in the future we may determine that we should
withhold at a rate of 30% on coupon payments on 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.
|
Citigroup Global Markets Holdings
Inc. |
| |
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 $10 for each security sold in this offering.
Broker-dealers affiliated with CGMI, including Citi International
Financial Services, Citigroup Global Markets Singapore Pte. Ltd.
and Citigroup Global Markets Asia Limited, and financial advisors
employed by such affiliated broker-dealers will collectively
receive a fixed selling concession of $10 for each security they
sell.
CGMI is an affiliate of ours. Accordingly, this offering will
conform with the requirements addressing conflicts of interest when
distributing the securities of an affiliate set forth in Rule 5121
of the Financial Industry Regulatory Authority. Client accounts
over which Citigroup Inc. or its subsidiaries have investment
discretion will not be permitted to purchase the securities, either
directly or indirectly, without the prior written consent of the
client.
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.
A
portion of the net proceeds from the sale of the securities will be
used to hedge our obligations under the securities. We have hedged
our obligations under the securities through CGMI or other of our
affiliates. CGMI or such other of our affiliates may profit from
this hedging activity even if the value of the securities declines.
This hedging activity could affect the closing price of the
underlying shares and, therefore, the value of and your return on
the securities. For additional information on the ways in which our
counterparties may hedge our obligations under the securities, see
“Use of Proceeds and Hedging” in the accompanying prospectus.
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 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 three 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 three-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, 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,
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 |
|
Citigroup Global Markets Holdings
Inc. |
| |
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,
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:
|
(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 |
|
(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—
|
Citigroup Global Markets Holdings
Inc. |
| |
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.
Contact
Clients may contact their local brokerage representative.
Third-party distributors may contact Citi Structured Investment
Sales at (212) 723-7005.
ELKS® is a registered service mark of Citigroup Global
Markets Inc.
©
2021 Citigroup Global Markets Inc. All rights reserved. Citi and
Citi and Arc Design are trademarks and service marks of Citigroup
Inc. or its affiliates and are used and registered throughout the
world.
