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 each series of notes listed in the
table below (the “Notes”).
These Offers, in which Notes totaling approximately U.S. $1.15 billion 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 2013, Citigroup redeemed or retired U.S. $20.3
billion of securities, excluding exchanged securities, of which U.S. $8.0
billion was redeemed or retired in 2014, reducing Citigroup's overall funding
costs. Citigroup will continue to consider opportunities to redeem or
repurchase securities, based on several factors, including without limitation,
the economic value, potential impact on Citigroup's net interest margin and
borrowing costs, the overall remaining tenor of Citigroup's debt portfolio,
capital impact, as well as overall market conditions.
The final Settlement Date (the “Final Settlement Date”) is expected to occur
on January 8, 2015 for all series of Notes.
As the Expiration Date for the Offers was January 5, 2015, the deadline for
tendering Notes pursuant to the Offers has now passed. On the Early Tender
Date, Citigroup accepted an aggregate principal amount of U.S. $69.1 million
of the 2.250% Notes due 2015, U.S. $303.3 million of the 4.587% Notes due 2015
and U.S. $ 424.8 million of the 1.250% Notes due 2016, equal to the relevant
Maximum Series Tender Cap of each series of such Notes as previously upsized
by Citigroup, and purchased such Notes on the Early Settlement Date. The
Holders of such Notes that validly tendered their Notes on or prior to the
Early Tender Date received the applicable Total Consideration, inclusive of
the Early Tender Premium, plus accrued and unpaid interest to, but not
including, the Early Settlement Date. Because the aggregate principal amount
of such Notes accepted for purchase on the Early Settlement Date equaled the
upsized Maximum Series Tender Cap for each series of Notes, Citigroup did not
accept for purchase any additional such Notes tendered after the Early Tender
Date. Any of the 2.250% Notes due 2015, the 4.587% Notes due 2015 and the
1.250% Notes due 2016 that were tendered after the Early Tender Date and on or
prior to the Expiration Date will be returned to the Holders of such Notes.
On the Early Tender Date, Citigroup accepted an aggregate principal amount of
U.S. $ 66.1 million of the 5.300% Notes due 2016, U.S. $ 66.1 million of the
5.500% Subordinated Notes due 2017 and U.S. $223.6 million of the 6.125% Notes
due 2017 and purchased such Notes on the Early Settlement Date. Because the
aggregate principal amount of such Notes accepted for purchase on the Early
Settlement Date did not exceed the applicable Maximum Series Tender Cap,
Citigroup has accepted all such Notes validly tendered after the Early Tender
Date, but on or prior to the Expiration Date. Holders of these 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.
The following table sets forth the aggregate principal amount of each series
of Notes that were validly tendered and accepted for purchase on or prior to
the Expiration Date.
Aggregate Aggregate
Principal Maximum Series Principal Principal
Title of CUSIP / ISIN Exchange Amount Tender Cap (as Amount Amount
Security Listing Outstanding previously Tendered Accepted
upsized) Pursuant Pursuant
to the Offer to the Offer
2.250% 172967GB1 / Luxembourg
Senior Notes US172967GB17 Stock $667,297,000 $69,142,000 $69,142,000 $69,142,000
due 2015 Exchange
4.587% 172967FH9 / Luxembourg
Senior Notes US172967FH95 Stock $1,230,000,000 $303,336,000 $303,363,000 $303,336,000
due 2015 Exchange
5.300% 172967DE8 / Luxembourg
Senior Notes US172967DE82 Stock $765,489,000 $100,000,000 $66,077,000 $66,077,000
due 2016 Exchange
1.250% 172967GG0 / Luxembourg
Senior Notes US172967GG04 Stock $1,274,936,000 $424,794,000 $424,834,000 $424,794,000
due 2016 Exchange
5.500% Luxembourg
Subordinated 172967DY4 / Stock $1,086,267,000 $100,000,000 $67,674,000 $67,674,000
Notes due US172967DY47 Exchange
2017
6.125% 172967EM9 / Luxembourg
Senior Notes US172967EM99 Stock $3,597,989,000 $360,000,000 $223,730,000 $223,730,000
due 2017 Exchange
The Offers were made pursuant to the offer to purchase dated November 25, 2014
(as amended or supplemented through the Expiration Date, the “Offer to
Purchase”), and the related letter of transmittal (as amended or supplemented
through the Expiration Date, the “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 with respect to
the Notes. Copies of the Offer to Purchase and Letter of Transmittal may be
obtained at no charge from Global Bondholder Services Corporation.
This press release is neither an offer to purchase nor a solicitation to buy
any of these Notes nor is it a solicitation for acceptance of any of the
Offers. Citigroup 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 2013 Annual Report on Form 10-K.
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