Citigroup accepts $1.65 billion of notes for purchase in tender offers

By Angela McDaniels

Tacoma, Wash., Sept. 17 - Citigroup Inc. received tenders for $3,034,144,000 principal amount of notes and accepted $1,650,472,000 of those notes for purchase, according to a company news release.

Tender offers for $12,317,120,000 of outstanding notes began on Aug. 9 and ended at 11:59 p.m. ET on Sept. 14.

On Aug. 29, the company increased the maximum principal amount of notes it will buy to $1.65 billion from $675 million, increased the maximum tender cap for four series of notes, extended the early tender date to 5 p.m. ET on Aug. 30 from 5 p.m. ET on Aug. 28 and extended the expiration date to 11:59 p.m. ET on Sept. 14 from 11:59 p.m. ET on Sept. 13.

The notes eligible for the offers, the caps, the amount of notes tendered and the amount of notes accepted for purchase are noted in the first table below. Because the offers are oversubscribed, the company accepted tendered notes for purchase on a pro rata basis.

The 6.95% notes were issued by subsidiary Associates First Credit Corp. The remaining notes were issued by Citigroup.

The total consideration for the floating-rate notes is $1,002.50 for each $1,000 principal amount. The total consideration for each of the remaining series is noted in the second table below and was set at 2 p.m. ET on Aug. 29 using a reference Treasury note plus a fixed spread.

In each case, the total consideration includes an early tender premium of $30.00 per $1,000 of notes tendered by the early tender date.

The company also will pay accrued interest up to but excluding the settlement date, which will be Sept. 18.

On Aug. 23, the company extended the early tender date from 5 p.m. ET on Aug. 22, the price determination date, from 2 p.m. ET on Aug. 23 and the expiration date from 11:59 p.m. ET on Sept. 6.

The offers are part of a liability management strategy that uses excess cash to retire generally older vintage debt, the company noted in a previous news release.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) was the dealer manager. Global Bondholder Services Corp. (866 873-7700 or 212 430-3774) was the depositary and information agent.

The financial services company is based in New York.

Citigroup tender offers results

Notes	Outstanding amount	Series tender cap	Tendered	Accepted
5.125% notes due 2014	$1.74 billion	$175 million	$470,355,000	$175 million
6% notes due 2017	$1.93 billion	$405.48 million	$412,855,000	$405.48 million
6.125% notes due 2018	$2,927,000,000	$405 million	$586,112,000	$404,992,000
6.95% notes due 2018	$1 billion	$50 million	$140,346,000	$50 million
8.5% notes due 2019	$2,975,000,000	$100 million	$641,616,000	$100 million
5.85% notes due 2034	$995.12 million	$295 million	$457,393,000	$295 million
Floating-rate notes due 2014	$750 million	$220 million	$327,101,000	$220 million
TOTAL	$12,317,120,000	$1,650,480,000	$3,034,144,000	$1,650,472,000
Purchase prices
Notes	Reference Treasury	Fixed spread	Total consideration
5.125% notes due 2014	0.125% Treasury note due July 31, 2014	110 bps	$1,060.29
6% notes due 2017	0.5% Treasury note due July 31, 2017	220 bps	$1,141.39
6.125% notes due 2018	0.5% Treasury note due July 31, 2017	245 bps	$1,153.65
6.95% notes due 2018	0.5% Treasury note due July 31, 2017	295 bps	$1,180.12
8.5% notes due 2019	1.75% Treasury note due May 15, 2022	205 bps	$1,283.13
5.85% notes due 2034	3% Treasury note due May 15, 2042	180 bps	$1,178.98
Floating-rate notes due 2014	NA	NA	$1,002.50

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