Citigroup Inc. (“Citigroup”) announced today the
expiration and final tender results of its previously announced
cash tender offers (each, an “Offer” and, collectively, the
“Offers”) with respect to the series of notes set forth in
the first table on the front cover of Citigroup’s Offer to
Purchase, dated April 27, 2016 (the “Offer to Purchase”)
under the heading “Any and All Notes” (the “Any and All
Notes”) and the second table on the front cover of the Offer to
Purchase under the heading “Maximum Tender Notes” (the “Maximum
Tender Notes,” and together with the Any and All Notes, the
“Notes,” and each a “series” of Notes).
These Offers, in which Notes totaling an aggregate amount of
approximately $2,295,777,000 are being accepted, are consistent
with Citigroup’s liability management strategy, and reflect its
ongoing efforts to enhance the efficiency of its funding and
capital structure. Since 2014, Citigroup redeemed or retired $28.9
billion of securities, reducing Citigroup’s overall funding costs.
Citigroup will continue to consider opportunities to redeem or
repurchase securities based on several factors, including, without
limitation, economic value, potential impact on Citigroup’s net
interest margin and borrowing costs, overall remaining tenor of
Citigroup’s debt portfolio, capital impact, and overall market
conditions.
The final Settlement Date (the “Final Settlement Date”)
is expected to occur on May 27, 2016 for all series of Notes.
As the Expiration Date for the Offers was May 24, 2016, the
deadline for tendering Notes pursuant to the Offers has now
passed.
Citigroup accepted an aggregate principal amount of
approximately $17,661,000 of the Any and All Notes on the Early
Tender Date and purchased such Any and All Notes on the Early
Settlement Date. Citigroup has accepted for purchase all 5.875%
Notes due 2037 and 6.875% Notes due 2038 validly tendered after the
Early Tender Date, but on or prior to the Expiration Date, in an
aggregate principal amount of $10,000 and $52,000, respectively.
Holders of these Any and All Notes are entitled to receive the
applicable Tender Offer Consideration which is equal to the Total
Consideration applicable to such Notes less the Early Tender
Premium, plus accrued and unpaid interest to, but not including,
the Final Settlement Date.
Citigroup accepted an aggregate principal amount of
approximately $2,276,212,000 of the Maximum Tender Notes on the
Early Tender Date and purchased such Maximum Tender Notes on the
Early Settlement Date. Citigroup has accepted for purchase all
2.550% Notes due 2019 and 5.875% Notes due 2033 validly tendered
after the Early Tender Date, but on or prior to the Expiration
Date, in an aggregate principal amount of $1,250,000 and $592,000,
respectively. Holders of these Maximum Tender Notes are entitled to
receive the applicable Tender Offer Consideration which is equal to
the Total Consideration applicable to such Notes less the Early
Tender Premium, plus accrued and unpaid interest to, but not
including, the Final Settlement Date.
Because the aggregate principal amount of the 2.500% Notes due
2019, 3.375% Notes due 2023, 3.875% Notes due 2023, 3.750% Notes
due 2024, 6.000% Notes due 2033, 4.950% Notes due 2043 and 5.300%
Notes due 2044 tendered at or prior to the Early Tender Date were
equal to or exceeded the applicable Maximum Series Tender Cap for
such series, Citigroup has not accepted for purchase any additional
Notes of these series tendered after the Early Tender Date.
Citigroup expects to return any Maximum Tender Notes tendered but
not accepted for purchase on May 27, 2016.
The following tables set forth the aggregate principal amount of
each series of Notes that was outstanding immediately prior to the
Expiration Date and that was validly tendered and was accepted for
purchase on or prior to the Expiration Date.
Any and All Notes
Title of Security CUSIP Principal
Amount Outstanding after 5.10.16 but prior to Expiration Date
Aggregate Principal Amount Tendered prior to 5.10.16
Aggregate Principal Amount Tendered after 5.10.16 but
prior to Expiration Date Aggregate Principal Amount
Accepted upon the Expiration Date Aggregate Principal
Amount Accepted Pursuant to the Offer 5.850% Notes due 2034
issued by Citigroup 172967CT6 $152,374,000 $8,244,000 $0 $0
$8,244,000 5.875% Notes due 2037 issued by Citigroup
172967EC1 $115,231,000 $2,340,000 $10,000 $10,000 $2,350,000
6.875% Notes due 2038 issued by Citigroup 172967EP2 $275,849,000
$7,077,000 $52,000 $52,000 $7,129,000
Maximum Tender Notes
Title of Security CUSIP Principal
Amount Outstanding after 5.10.16 but prior to Expiration Date
Aggregate Principal Amount Tendered prior to 5.10.16
Aggregate Principal Amount Tendered after 5.10.16 but
prior to Expiration Date Amount Maximum Series Tender
Cap Aggregate Principal Amount Accepted upon the
Expiration Date Aggregate Principal Amount Accepted
Pursuant to the Offer 2.550% Notes due 2019 issued by Citigroup
172967HM6 $1,703,093,000 $296,907,000 $1,250,000 $300,000,000
$1,250,000 $298,157,000 5.875% Notes due 2033 issued by
Citigroup 172967BU4 $517,316,000 $34,199,000 $592,000 $50,000,000
$592,000 $34,791,000 6.125% Notes due 2036 issued by
Citigroup 172967DR9 $676,788,000 $47,483,000 $0 $60,000,000 $0
$47,483,000
The Offers were made pursuant to the Offer to Purchase dated
April 27, 2016 (as amended or supplemented through the Expiration
Date, the "Offer to Purchase") and the related letter of
transmittal, which set forth in more detail the terms and
conditions of the Offers. Capitalized terms used but not otherwise
defined in this announcement shall have the meaning given to them
in the Offer to Purchase.
Citigroup retained its affiliate, Citigroup Global Markets Inc.,
to serve as the sole dealer manager for the Offers. Global
Bondholder Services Corporation was retained to serve as the
depositary and information agent.
This press release is neither an offer to purchase nor a
solicitation to buy any of these Notes nor is it a solicitation for
acceptance of any of the Offers. Citigroup made the Offers only by,
and pursuant to the terms of, the Offer to Purchase and the related
letter of transmittal. The Offers have not been made to (nor have
tenders of Notes been accepted from or on behalf of) holders of
Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. This announcement must be read in
conjunction with the Offer to Purchase and, where applicable, the
related letter of transmittal.
United Kingdom. The communication of the Offer to
Purchase and any other documents or materials relating to the
Offers is not being made and such documents and/or materials have
not been approved by an authorized person for the purposes of
Section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”) or within Article 43(2) of the Order, or
high net worth companies, and other persons to whom it may lawfully
be communicated in accordance with Article 49(2)(a) to (d) of the
Order.
Citigroup, the leading global bank, has approximately 200
million customer accounts and does business in more than 160
countries and jurisdictions. Citigroup provides consumers,
corporations, governments and institutions with a broad range of
financial products and services, including consumer banking and
credit, corporate and investment banking, securities brokerage,
transaction services, and wealth management. Additional information
may be found at www.citigroup.com.
Certain statements in this release, including, without
limitation, the anticipated consummation of the Offers and
Citigroup’s continued successful execution of its liability
management strategy, are “forward-looking statements” within
the meaning of the rules and regulations of the U.S. Securities and
Exchange Commission. These statements are based on management’s
current expectations and are subject to uncertainty and changes in
circumstances. Actual results may differ materially from those
included in these statements due to a variety of factors,
including, without limitation, (i) the level of participation in
the Offers, and (ii) the precautionary statements included in this
release and those contained in Citigroup’s filings with the U.S.
Securities and Exchange Commission, including, without limitation,
the “Risk Factors” section of Citigroup’s 2015 Annual Report on
Form 10-K.
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version on businesswire.com: http://www.businesswire.com/news/home/20160525005932/en/
Citigroup Inc.Media:Mark Costiglio, 212-559-4114orInvestor
Relations:Susan Kendall, 212-559-2718
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