.jpg)
1 hour ago
5
Article content
THIS CONTENT IS RESERVED FOR SUBSCRIBERS ONLY
Subscribe now to read the latest news in your city and across Canada.
- Exclusive articles from Barbara Shecter, Joe O'Connor, Gabriel Friedman, and others.
- Daily content from Financial Times, the world's leading global business publication.
- Unlimited online access to read articles from Financial Post, National Post and 15 news sites across Canada with one account.
- National Post ePaper, an electronic replica of the print edition to view on any device, share and comment on.
- Daily puzzles, including the New York Times Crossword.
SUBSCRIBE TO UNLOCK MORE ARTICLES
Subscribe now to read the latest news in your city and across Canada.
- Exclusive articles from Barbara Shecter, Joe O'Connor, Gabriel Friedman and others.
- Daily content from Financial Times, the world's leading global business publication.
- Unlimited online access to read articles from Financial Post, National Post and 15 news sites across Canada with one account.
- National Post ePaper, an electronic replica of the print edition to view on any device, share and comment on.
- Daily puzzles, including the New York Times Crossword.
REGISTER / SIGN IN TO UNLOCK MORE ARTICLES
Create an account or sign in to continue with your reading experience.
- Access articles from across Canada with one account.
- Share your thoughts and join the conversation in the comments.
- Enjoy additional articles per month.
- Get email updates from your favourite authors.
THIS ARTICLE IS FREE TO READ REGISTER TO UNLOCK.
Create an account or sign in to continue with your reading experience.
- Access articles from across Canada with one account
- Share your thoughts and join the conversation in the comments
- Enjoy additional articles per month
- Get email updates from your favourite authors
Sign In or Create an Account
or
Article content
NEW YORK — Citigroup Global Markets Inc. (“CGMI”), an indirect wholly-owned subsidiary of Citigroup Inc. (“Citigroup”), today announced the commencement of offers to purchase for cash the three series of Citigroup notes set forth in the table below (collectively, the “Notes” and each a “series” of Notes), using a “waterfall” methodology under which CGMI will accept Notes in the order of their respective Acceptance Priority Levels specified in the table below, subject to a $1,250,000,000 cap on the aggregate Total Consideration (as defined below) and Tender Offer Consideration (as defined below) that CGMI will be obligated to pay (the “Waterfall Cap”). Each offer to purchase a series of Notes is referred to as an “Offer” and all such offers are referred to collectively as the “Offers.” The Notes had an aggregate principal amount outstanding of approximately $4,750,000,000 as of April 21, 2026.
Article content
Article content
Article content
Acceptance Priority Level | Title of Security | CUSIP / ISIN | Exchange | Aggregate Principal Amount Outstanding | Maturity Date | First Par Call Date | Calculation Date(1) | Reference U.S. Treasury Security | Bloomberg Reference Page | Early Tender Premium | Fixed Spread (basis points) | |||||||||||
1 | 4.650% Notes due 2048 | 172967MD0 / US172967MD09 | None | $2,500,000,000 | 7/23/2048 | 6/23/2048 | Maturity Date | 4.625% UST due Feb 15, 2046 | FIT1 | $50 | +65 | |||||||||||
2 | 4.281% Fixed Rate/Floating Rate Callable Senior Notes due 2048 | 172967LJ8 / US172967LJ87 | Luxembourg Stock Exchange | $1,000,000,000 | 4/24/2048 | 4/24/2047 | First Par Call Date | 4.625% UST due Feb 15, 2046 | FIT1 | $50 | +65 | |||||||||||
3 | 2.904% Fixed Rate/Floating Rate Notes due 2042 | 172967NF4 / US172967NF48 | None | $1,250,000,000 | 11/3/2042 | 11/3/2041 | First Par Call Date | 4.625% UST due Feb 15, 2046 | FIT1 | $50 | +45 |
Article content
By signing up you consent to receive the above newsletter from Postmedia Network Inc.
Article content
(1) | The “Calculation Date” for a series of Notes is the date on which such Notes is assumed to be paid down for purposes of calculating the Total Consideration (as defined herein) in connection with such Notes. |
Article content
The Offers are being made pursuant to the offer to purchase, dated April 22, 2026 (the “Offer to Purchase,” as may be amended or supplemented from time to time), which sets forth in more detail the terms and conditions of the Offers.
Article content
The Offers will expire at 5:00 p.m., New York City time, on May 20, 2026, unless extended or earlier terminated (such date and time, as the same may be extended with respect to the Offers, the “Expiration Date”).
Article content
Subject to the terms and conditions set forth in the Offer to Purchase, holders of Notes that are validly tendered on or prior to 5:00 p.m., New York City time, on May 5, 2026, 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 per $1,000 principal amount of Notes calculated in the manner set forth in the Offer to Purchase (the “Total Consideration”), which includes an early tender premium of $50 per $1,000 principal amount of Notes (the “Early Tender Premium”). The Total Consideration will be equal to the price, determined in accordance with standard market practice, as described in the Offer to Purchase, that equates to a yield to the applicable Calculation Date equal to the applicable fixed spread specified for each such series of Notes over the applicable yield, which shall be based on the bid-side price of the applicable Reference U.S. Treasury Security specified in the table above at 10:00 a.m., New York City time, on May 6, 2026 (subject to certain exceptions set forth in the Offer to Purchase, such time and date, as the same may be extended with respect to such Offer, the “Price Determination Date”).
Article content
Article content
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 on or before the Expiration Date and accepted for purchase will receive only the applicable tender offer consideration per $1,000 principal amount of Notes accepted for purchase, which is equal to the Total Consideration applicable to that series of Notes minus the Early Tender Premium (the “Tender Offer Consideration”).
Article content
Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on May 5, 2026, 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.
Article content
Subject to the satisfaction or waiver of the conditions of the Offers, the “Acceptance Priority Procedures” will operate as follows:
Article content
- first, if the aggregate Total Consideration of all Notes validly tendered by holders at or prior to the applicable Early Tender Date does not exceed the Waterfall Cap, then CGMI will accept all such Notes. However, if the aggregate Total Consideration of all Notes validly tendered at or prior to the applicable Early Tender Date by holders exceeds the Waterfall Cap (subject to any increase in such Waterfall Cap at CGMI’s discretion), then CGMI will (i) accept for purchase all validly tendered Notes of each series starting at the highest Acceptance Priority Level (level 1) and moving sequentially to Notes of each series having a lower Acceptance Priority Level (the lowest of which is level 3) until the aggregate Total Consideration of all validly tendered Notes of a series, combined with the aggregate Total Consideration of all accepted Notes of series with higher Acceptance Priority Levels, is as close as possible to, but does not exceed the Waterfall Cap, (ii) accept on a prorated basis validly tendered Notes of the series with the next lower Acceptance Priority Level and (iii) not accept for purchase (x) any such Notes of a series with an Acceptance Priority Level below the prorated series or (y) any Notes validly tendered after the applicable Early Tender Date; and
- second, if the Waterfall Cap is not exceeded at the applicable Early Tender Date, CGMI will repeat the steps described in the prior bullet using the Tender Offer Consideration with respect to Notes validly tendered after the applicable Early Tender Date, but at or prior to the applicable Expiration Date, in order to determine the aggregate principal amount of such Notes that CGMI will accept for purchase. All Notes, regardless of Acceptance Priority Level, that are validly tendered at or prior to the applicable Early Tender Date will have priority over any Notes validly tendered after the applicable Early Tender Date.
English (US)