Citigroup ends unsuccessful consent solicitation for 7.875% notes

By Angela McDaniels

Tacoma, Wash., March 9 - Citigroup Inc. did not receive enough consents to amend the terms of $200 million of 7.875% notes due 2025 issued by CitiFinancial Credit Co. (formerly Commercial Credit Co.), according to a company news release.

A consent solicitation for the notes began Dec. 27 and ended at 5 p.m. ET on March 8. The deadline was extended multiple times, most recently from Feb. 22.

As of the expiration, holders had delivered consents for about $83.8 million principal amount of the notes. Consents were needed from the holders of at least two-thirds of the notes in order to make the changes.

Holders were offered a consent fee of $20.00 per $1,000 principal amount of notes. Because an insufficient amount of consents was received, the company will not pay the consent fee.

As previously reported, the company also began an exchange offer for the notes on Dec. 27. That offer ended on Jan. 24. Holders tendered $57.6 million of the notes for exchange.

The exchange offer was made only to eligible holders, and the consent solicitation was open to all holders.

An eligible holder is either a qualified institutional buyer as defined in Rule 144A under the Securities Act or outside the United States and a person other than a U.S. person as defined in Rule 902 under the Securities Act.

Eligible holders could either exchange their notes for 4.75% notes due 2015 issued by Citigroup or deliver consents without tendering their notes. Those who exchanged were deemed to have delivered consents.

For each $1,000 principal amount of notes exchanged, holders received $1,142.50 principal amount of new notes. This amount included $20.00 of new notes for each note tendered by 5 p.m. ET on Jan. 7, the early exchange consideration deadline.

Interest on the new notes will accrue from Nov. 19. In addition to the new notes, holders who exchanged received a cash amount equal to the amount of accrued interest on the old notes up to but excluding the settlement date less the amount of accrued interest on the new notes from Nov. 19 up to but excluding the settlement date.

The information agent was Global Bondholder Services Corp. (866 612-1500 or 212 925-1630).

The financial services company is based in New York.

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