|
The information in this preliminary pricing supplement is not
complete and may be changed. A registration statement relating to
these securities has been filed with the Securities and Exchange
Commission. This preliminary pricing supplement and the
accompanying product supplement, underlying supplement, prospectus
supplement and prospectus are not an offer to sell these
securities, nor are they soliciting an offer to buy these
securities, in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED MARCH 2, 2021
|
| Citigroup Global Markets Holdings
Inc. |
March , 2021
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2021-USNCH6969
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-224495-03
|
Geared Buffer Securities Linked to the S&P 500®
Index Due March 8, 2023
|
▪ |
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 and do not repay a
fixed amount of principal at maturity. Instead, the securities
offer a payment at maturity that may be greater than, equal to or
less than the stated principal amount, depending on the performance
of the underlying specified below from the initial underlying value
to the final underlying value. |
|
▪ |
The securities offer modified exposure to the performance of
the underlying, with (i) the opportunity to participate in a
limited range of potential appreciation of the underlying at the
upside participation rate specified below and (ii) a limited buffer
against any depreciation of the underlying as described below. In
exchange for these features, investors in the securities must be
willing to forgo any appreciation of the underlying in excess of
the maximum return at maturity specified below and must be willing
to forgo any dividends with respect to the underlying. In addition,
investors in the securities must be willing to accept downside
exposure to any depreciation of the underlying in excess of the
buffer percentage specified below. If the underlying depreciates
by more than the buffer percentage from the initial underlying
value to the final underlying value, you will lose more than 1% of
the stated principal amount of your securities for every 1% by
which that depreciation exceeds the buffer percentage. Accordingly,
the lower the final underlying value, the less benefit you will
receive from the buffer percentage. You may lose your entire
investment in the securities. |
|
▪ |
In order to obtain the modified exposure to the underlying that
the securities provide, investors must be willing to accept (i) an
investment that may have limited or no liquidity and (ii) the risk
of not receiving any amount 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. |
| Underlying: |
The S&P
500® Index |
| Stated
principal amount: |
$1,000 per
security |
| Strike
date: |
March 2,
2021 |
| Pricing
date: |
March 3,
2021 |
| Issue
date: |
March 8,
2021 |
| Valuation
date: |
March 3, 2023, subject
to postponement if such date is not a scheduled trading day or
certain market disruption events occur |
| Maturity
date: |
March 8,
2023 |
| Payment at
maturity: |
You will receive at maturity for each security you then hold:
§ If the final underlying value is greater
than the initial underlying value:
$1,000 + the return amount, subject to the maximum return at
maturity
§ If the final underlying value is less than or
equal to the initial underlying value but greater than or
equal to the final buffer value:
$1,000
§ If the final underlying value is less than
the final buffer value:
$1,000 + [$1,000 × the buffer rate × (the underlying return + the
buffer percentage)]
If the final underlying value is less than the final buffer
value, which means that the underlying has depreciated from the
initial underlying value by more than the buffer percentage, you
will lose more than 1% of the stated principal amount of your
securities at maturity for every 1% by which that depreciation
exceeds the buffer percentage. Accordingly, the lower the final
underlying value, the less benefit you will receive from the
buffer.
|
| Initial
underlying value: |
3,870.29, the closing
value of the underlying on the strike date |
| Final
underlying value: |
The closing value of
the underlying on the valuation date |
| Return amount: |
$1,000 × the
underlying return × the upside participation rate |
| Upside
participation rate: |
150.00% |
| Underlying
return: |
(i) The final
underlying value minus the initial underlying value,
divided by (ii) the initial underlying value |
| Maximum return
at maturity: |
$196.50 per security
(19.65% of the stated principal amount). The payment at maturity
per security will not exceed the stated principal amount plus the
maximum return at maturity. |
| Final buffer
value: |
3,192.98925, 82.50% of
the initial underlying value |
| Buffer
percentage: |
17.50% |
| Buffer
rate: |
The initial underlying
value divided by the final buffer value, which is
approximately 121.2121% |
| Listing: |
The securities will
not be listed on any securities exchange |
| CUSIP /
ISIN: |
17328YSF2 /
US17328YSF24 |
| 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: |
$1,000.00 |
— |
$1,000.00 |
| Total: |
$ |
— |
$ |
(1) Citigroup Global Markets Holdings Inc. currently expects that
the estimated value of the securities on the pricing date will be
at least $850.00 per security, which will be 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.
CGMI and its affiliates may profit from expected 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-5.
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. |
| |
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 the 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 the underlying. The accompanying underlying supplement contains
information about the 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). |
Payout Diagram
The diagram below illustrates your payment at maturity for a range
of hypothetical underlying returns.
Investors in the securities will not receive any dividends with
respect to the underlying. 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 underlying”
below.
|
Payout Diagram |
 |
|
n The
Securities |
n The Underlying |
|
Citigroup Global Markets Holdings
Inc. |
| |
Hypothetical Examples
The examples below illustrate how to determine the payment at
maturity on the securities, assuming the various hypothetical final
underlying values indicated below. The examples are solely for
illustrative purposes, do not show all possible outcomes and are
not a prediction of what the actual payment at maturity on the
securities will be. The actual payment at maturity will depend on
the actual final underlying value.
The examples below are based on the following hypothetical values
and do not reflect the actual initial underlying value or final
buffer value. For the actual initial underlying value and final
buffer value, 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 buffer value, and not
the hypothetical values indicated below. For ease of analysis,
figures below have been rounded.
| Hypothetical initial underlying
value: |
100.00 |
|
Hypothetical final buffer
value: |
82.50 (82.50% of the hypothetical initial underlying value) |
Example 1—Upside Scenario A. The final underlying value is
105.00, resulting in a 5.00% underlying return. In this example,
the final underlying value is greater than the initial
underlying value.
Payment at maturity per security = $1,000 + the return amount,
subject to the maximum return at maturity
=
$1,000 + ($1,000 × the underlying return × the upside participation
rate), subject to the maximum return at maturity
=
$1,000 + ($1,000 × 5.00% × 150.00%), subject to the maximum return
at maturity
=
$1,000 + $75.00, subject to the maximum return at maturity
=
$1,075.00
In this scenario, the underlying has appreciated from the initial
underlying value to the final underlying value, and your total
return at maturity would equal the underlying return multiplied
by the upside participation rate.
Example 2—Upside Scenario B. The final underlying value is
150.00, resulting in a 50.00% underlying return. In this example,
the final underlying value is greater than the initial
underlying value.
Payment at maturity per security = $1,000 + the return amount,
subject to the maximum return at maturity
=
$1,000 + ($1,000 × the underlying return × the upside participation
rate), subject to the maximum return at maturity
=
$1,000 + ($1,000 × 50.00% × 150.00%), subject to the maximum return
at maturity
=
$1,000 + $750.00, subject to the maximum return at maturity
=
$1,196.50
In this scenario, the underlying has appreciated from the initial
underlying value to the final underlying value, but the underlying
return multiplied by the upside participation rate would
exceed the maximum return at maturity. As a result, your total
return at maturity in this scenario would be limited to the maximum
return at maturity, and an investment in the securities would
underperform a hypothetical alternative investment providing 1-to-1
exposure to the appreciation of the underlying without a maximum
return.
Example 3—Par Scenario. The final underlying value is 95.00,
resulting in a -5.00% underlying return. In this example, the final
underlying value is less than the initial underlying value
but greater than the final buffer value.
Payment at maturity per security = $1,000
In this scenario, the underlying has depreciated from the initial
underlying value to the final underlying value, but not by more
than the buffer percentage. 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.
Example 4—Downside Scenario A. The final underlying value is
70.00, resulting in a -30.00% underlying return. In this example,
the final underlying value is less than the final buffer
value.
Payment at maturity per security = $1,000 + [$1,000 × the buffer
rate × (the underlying return + the buffer percentage)]
=
$1,000 + [$1,000 × 1.212121 × (-30.00% + 17.50%)]
=
$1,000 + [$1,000 × 1.212121 × -12.50%]
=
$1,000 + -$151.515
=
$848.485
In this scenario, the underlying has depreciated from the initial
underlying value to the final underlying value by more than the
buffer percentage. As a result, your total return at maturity in
this scenario would be negative and would reflect a loss of more
than 1% of the stated principal amount of your securities (at a
rate equal to the buffer rate) for every 1% by which the underlying
declined beyond the buffer percentage.
Example 5—Downside Scenario B. The final underlying value is
30.00, resulting in a -70.00% underlying return. In this example,
the final underlying value is less than the final buffer
value.
Payment at maturity per security = $1,000 + [$1,000 × the buffer
rate × (the underlying return + the buffer percentage)]
=
$1,000 + [$1,000 × 1.212121 × (-70.00% + 17.50%)]
|
Citigroup Global Markets Holdings
Inc. |
| |
=
$1,000 + [$1,000 × 1.212121 × -52.50%]
=
$1,000 + -$636.364
=
$363.636
In this scenario, the underlying has depreciated from the initial
underlying value to the final underlying value by more than the
buffer percentage. As a result, your total return at maturity in
this scenario would be negative and would reflect a loss of more
than 1% of the stated principal amount of your securities (at a
rate equal to the buffer rate) for every 1% by which the underlying
declined beyond the buffer percentage. A comparison of this example
with the previous example illustrates the diminishing benefit of
the buffer the greater the depreciation of the underlying. The
greater the depreciation of the underlying, the closer your
negative return on the securities will be to the depreciation of
the underlying.
|
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. 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 repay a fixed amount of principal at maturity. Instead, your
payment at maturity will depend on the performance of the
underlying. If the underlying depreciates by more than the buffer
percentage from the initial underlying value to the final
underlying value, you will lose more than 1% of the stated
principal amount of your securities for every 1% by which that
depreciation exceeds the buffer percentage. You should understand
that any depreciation of the underlying in excess of the buffer
percentage will result in a magnified loss to your investment at a
rate equal to the buffer rate, which will progressively offset any
protection that the buffer percentage would offer. The lower the
final underlying value, the less benefit you will receive from the
buffer percentage. There is no minimum payment at maturity on the
securities, and you may lose up to all of your investment. |
|
§ |
The initial underlying value, which was set on the strike
date, may be higher than the closing value of the underlying on the
pricing date. If the closing value of the underlying on the
pricing date is less than the initial underlying value that was set
on the strike date, the terms of the securities may be less
favorable to you than the terms of an alternative investment that
may be available to you that offers a similar payout as the
securities but with the initial underlying value set on the pricing
date. |
|
§ |
Your potential return on the securities is limited. Your
potential total return on the securities at maturity is limited to
the maximum return at maturity, even if the underlying appreciates
by significantly more than the maximum return at maturity. If the
underlying appreciates by more than the maximum return at maturity,
the securities will underperform an alternative investment
providing 1-to-1 exposure to the performance of the underlying.
When lost dividends are taken into account, the securities may
underperform an alternative investment providing 1-to-1 exposure to
the performance of the underlying even if the underlying
appreciates by less than the maximum return at maturity. In
addition, the maximum return at maturity reduces the effect of the
upside participation rate for all final underlying values exceeding
the final underlying value at which, by multiplying the
corresponding underlying return by the upside participation rate,
the maximum return at maturity is reached. |
|
§ |
The securities do not pay interest. Unlike conventional
debt securities, the securities do not pay interest or any other
amounts prior to maturity. You should not invest in the securities
if you seek current income during the term of the securities. |
|
§ |
You will not receive dividends or have any other rights with
respect to the underlying. You will not receive any dividends
with respect to the underlying. 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 underlying or the stocks included in the underlying. |
|
§ |
Your payment at maturity depends on the closing value of the
underlying on a single day. Because your payment at maturity
depends on the closing value of the underlying solely on the
valuation date, you are subject to the risk that the closing value
of the underlying on that day may be lower, and possibly
significantly lower, than on one or more other dates during the
term of the securities. If you had invested in another instrument
linked to the underlying that you could sell for full value at a
time selected by you, or if the payment at maturity were based on
an average of closing values of the underlying, you might have
achieved better returns. |
|
§ |
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 |
|
Citigroup Global Markets Holdings
Inc. |
| |
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 closing value of the underlying, the
dividend yield on the underlying 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. |
|
§ |
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
value of the underlying, the volatility of the closing value of the
underlying, the dividend yield on the underlying, 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 value of the underlying 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 is not a recommendation of
the underlying. The fact that we are offering the securities
does not mean that we believe that investing in an instrument
linked to the underlying 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
underlying or in instruments related to the underlying, and may
publish research or express opinions, that in each case are
inconsistent with an investment linked to the underlying. These and
other activities of our affiliates may affect the closing value of
the underlying in a way that negatively affects the value of and
your return on the securities. |
|
§ |
The closing value of the 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 underlying or in financial instruments related to
the underlying and may adjust such positions during the term of the
securities. Our affiliates also take positions in the underlying or
in financial instruments related to the underlying 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 value of the underlying 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 underlying in a |
|
Citigroup Global Markets Holdings
Inc. |
| |
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 the
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. |
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§ |
Changes that affect the underlying may affect the value of
your securities. The sponsor of the underlying may at any time
make methodological changes or other changes in the manner in which
it operates that could affect the value of the underlying. We are
not affiliated with the underlying sponsor and, accordingly, we
have no control over any changes such sponsor may make. Such
changes could adversely affect the performance of the underlying
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.
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Citigroup Global Markets Holdings
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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 March 2,
2021 was 3,870.29.
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 March 2, 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 March 2, 2021 |
 |
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Citigroup Global Markets Holdings
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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, 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. Moreover, our counsel’s opinion is based on market
conditions as of the date of this preliminary pricing supplement
and is subject to confirmation on the pricing date.
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:
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· |
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 as of the date of this preliminary
pricing supplement, 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). However, the final
determination regarding the treatment of the securities under
Section 871(m) will be made as of the pricing date for the
securities, and it is possible that the securities will be subject
to withholding tax under Section 871(m) based on the circumstances
as of that date.
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 not receive any underwriting fee for any
securities sold in the offering.
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
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Citigroup Global Markets Holdings
Inc. |
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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.
The estimated value of the securities is a function of the terms of
the securities and the inputs to CGMI’s proprietary pricing models.
As of the date of this preliminary pricing supplement, it is
uncertain what the estimated value of the securities will be on the
pricing date because it is uncertain what the values of the inputs
to CGMI’s proprietary pricing models will be on the pricing
date.
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, 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: |
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Citigroup Global Markets Holdings
Inc. |
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(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.
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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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.
