New York – Citigroup Inc. ("
Citigroup") today announced the
commencement of offers to purchase for cash certain notes issued by
Citigroup Inc. and its wholly-owned subsidiary Associates First Credit
Corporation ("
Associates"), respectively. Citigroup, and with
respect to the notes issued by Associates, Citigroup and Associates are
offering to purchase notes of the series set forth in the table below
(each offer with respect to any series set forth in the table below, an "
Offer" and, collectively, the "Offers"). Each of the Offers is being made on a fixed spread basis (each, a "
Fixed Spread Offer" and, collectively, the "
Fixed Spread Offers"),
except for the Offer with respect to the Floating Rate Senior Notes due
2014, which is being made on a fixed price basis (the "
Fixed Price Offer").
The Notes have an aggregate principal amount outstanding of
approximately $12,370,120,000 as of August 8, 2012. The Offers are part
of a liability management strategy that utilizes excess cash to retire
generally older vintage debt.
Download PDF version of release with tables
The Offers are being made pursuant to the offer to purchase, dated August 9, 2012 (the "
Offer to Purchase," as may be amended or supplemented from time to time), and the related letter of transmittal (the "
Letter of Transmittal,"
as may be amended or supplemented from time to time) which set forth in
more detail the terms and conditions of the Offers. The Offers will
expire at 11:59 p.m., New York City time, on September 6, 2012, unless
extended or earlier terminated (such date and time, as the same may be
extended with respect to the Offers, the "
Expiration Date").
Subject to the terms and conditions set forth in the Offer to Purchase,
Holders of Notes that are validly tendered on or prior to 5 p.m., New
York City time, on August 22, 2012, unless extended (such date and time
with respect to an Offer, as the same may be extended with respect to
such Offer, the "
Early Tender Date") and accepted for purchase
shall be entitled to receive the total consideration indicated in the
table above with respect to the Fixed Price Offer or calculated in the
manner set forth in the Offer to Purchase with respect to the Fixed
Spread Offers (the "
Total Consideration"), which includes an
early tender premium of $30.00 per $1,000 principal amount of Notes of
each series accepted for purchase (the "
Early Tender Premium").
The Total Consideration with respect to each series of Notes subject to
the Fixed Spread Offers will be calculated at 2:00 p.m., New York City
time, on August 23, 2012.
Subject to the terms and conditions set forth in the Offer to
Purchase, Holders of a series of Notes that are validly tendered after
the Early Tender Date but before the Expiration Date and accepted for
purchase will receive only the applicable tender offer consideration,
which is equal to the Total Consideration applicable to that series of
Notes minus the Early Tender Premium (the "
Tender Offer Consideration").
Notes tendered may be withdrawn at any time prior to 5 p.m.,
New York City time, on August 22, 2012, unless extended (such date and
time with respect to an Offer, as the same may be extended with respect
to such Offer, the "
Withdrawal Date"), but not thereafter.
Citigroup, and with respect to the notes issued by
Associates, Citigroup and Associates are offering to purchase up to an
aggregate principal amount of each series of Notes equal to the Maximum
Series Tender Cap set forth in the table above. If the aggregate
principal amount of Notes of any series validly tendered in an Offer
exceeds the Maximum Series Tender Cap for such series, then, subject to
the terms and conditions of the Offers, Citigroup or Citigroup and
Associates, as the case may be, will accept tendered Notes of such
series on a pro rata basis as described in the Offer to Purchase.
Payment for Notes tendered prior to the Expiration Date and
accepted for purchase will be made on the settlement date, which is
anticipated to be September 7, 2012 (such date, unless the Offers are
extended, the "
Settlement Date"). Payment for purchased Notes
will include accrued and unpaid interest from, and including, the last
interest payment date for the Notes up to, but not including the
Settlement Date.
Subject to applicable law, Citigroup or Citigroup and
Associates, as the case may be, may increase the Maximum Series Tender
Cap for one or more series of Notes at any time prior to the Settlement
Date. Such increase need not be made equally or on a pro rata basis
among the Maximum Series Tender Caps for all series of Notes.
The obligation of Citigroup or Citigroup and Associates, as
the case may be, to accept for purchase, and to pay the Tender Offer
Consideration or the Total Consideration, as the case may be, for Notes
validly tendered pursuant to the Offers is subject to, and conditional
upon, the satisfaction or, where applicable, waiver of a number of
conditions described in the Offer to Purchase, including the condition
that Holders validly tender an aggregate principal amount of each series
of Notes equal to the Maximum Series Tender Cap applicable to each such
series of Notes (the "
Minimum Tender Condition"). Citigroup
reserves the right, in its sole discretion, to waive any one or more of
the conditions, including the Minimum Tender Condition, at any time.
Citigroup and Associates have retained their affiliate
Citigroup Global Markets Inc. to serve as the dealer manager for the
Offers. Global Bondholder Services Corporation has been retained to
serve as the depositary and information agent with respect to the Notes.
For additional information regarding the terms of the Offers, please contact Citigroup Global Markets Inc. at either
(800) 558-3745 (toll free) or
(212) 723-6106 .
Requests for documents and questions regarding the tender of Notes may
be directed to Global Bondholder Services Corporation at
(866) 873-7700 (toll free) or
(212) 430-3774 (collect).
The Offer to Purchase and related Letter of Transmittal are
expected to be distributed to holders of Notes and published on the
website of the Luxembourg Stock Exchange (www.bourse.lu) beginning
August 10, 2012. Copies of the Offer to Purchase and the Letter of
Transmittal may also be obtained at no charge from Global Bondholder
Services Corporation. None of Citigroup, Associates, their boards of
directors, the dealer manager, the depository or the information agent
makes any recommendation as to whether any holder of the Notes should
tender or refrain from tendering all or any portion of the principal
amount of the Notes.
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 or Citigroup and Associates,
as the case may be, are making the Offers only by, and pursuant to the
terms of, the Offer to Purchase and the related Letter of Transmittal.
The Offers are not being made to (nor will tenders of Notes be 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 to
other persons to whom it may lawfully be communicated in accordance with
the Order.
