UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 1, 2018
Citigroup Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-9924 | 52-1568099 | ||
| (State or other | (Commission | (IRS Employer | ||
| jurisdiction of | File Number) | Identification No.) | ||
| incorporation) |
| 388 Greenwich Street, New York, New York | 10013 |
| (Address of principal executive offices) | (Zip Code) |
(212) 559-1000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Citigroup Inc.
Current Report on Form 8-K
| Item 8.01 | Other Events. |
Notices filed pursuant to Rule 135c under the Securities Act of 1933 relating to issuances by Citigroup Inc. in the second quarter of 2017 and first quarter of 2018 made pursuant to Regulation S under the Securities Act of 1933.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description |
| 99.1 | Rule 135c Notice relating to Citigroup’s CHF 275,000,000 0.500% Notes due November 2024. |
| 99.2 | Rule 135c Notice relating to Citigroup’s EUR 1,250,000,000 Floating Rate Notes due March 2023. |
| 99.3 | Rule 135c Notice relating to Citigroup’s EUR 750,000,000 1.625% Notes due March 2028. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 1, 2018
| CITIGROUP INC. | ||
| By: | /s/ Barbara Politi | |
| Barbara Politi | ||
| Assistant Secretary | ||
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Exhibit 99.1
Citigroup Inc.
Issue of CHF 275,000,000 0.500% Notes due 22 November 2024
under the
U.S.$110,000,000,000
Programme for the issuance of Euro Medium-Term Notes, Series C
The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
| 1. | Specified Currency: | Swiss Francs (“CHF”) |
| 2. | Aggregate Nominal Amount: | CHF 275,000,000 |
| 3. | Issue Price: | 100.258 per cent. of the Aggregate Nominal Amount |
| 4. | (i) Specified Denominations: | CHF 5,000 and integral multiples of CHF 5,000 in excess thereof |
| (ii) Calculation Amount: | CHF 5,000 | |
| 5. | Issue Date: | 22 May 2017 |
| 6. | Maturity Date: | 22 November 2024 |
| 7. | Interest Basis: | 0.500% Fixed Rate |
| (further particulars specified below) | ||
| 8. | Redemption/Payment Basis: | Redemption at par |
| 9. | Status of the Notes: | Senior |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||
| 10. | Fixed Rate Note Provisions: | Applicable |
| (i) Rate of Interest: | 0.500 per cent. per annum payable annually in arrear | |
| (ii) Interest Payment Date(s): | 22 November in each year from, and including, 22 November 2017 (short first coupon) to, and including, 22 November 2024, not adjusted | |
| (iii) Fixed Interest Amount: | CHF 25 per Calculation Amount | |
| (iv) Day Count Fraction: | 30/360 | |
| (v) Broken Amount(s): | CHF 12.50 per Calculation Amount payable on the Interest Payment Date falling on 22 November 2017 | |
| 11. | Call Option: | Applicable for taxation reasons only |
| 12. | Final Redemption Amount: | CHF 5,000 per Calculation Amount |
| 13. | Early Redemption Amount: | |
| Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): | CHF 5,000 per Calculation Amount | |
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||
| 14. | Additional Financial Centre(s) or other special provisions relating to Payment Dates: | Zurich, London, New York |
| 15. | Listing: | SIX Swiss Exchange Ltd |
| OPERATIONAL INFORMATION | ||
| ISIN Code: | CH0365501474 | |
| Swiss Security Number: | 36.550.147 | |
| Common Code: | 161307572 | |
| Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, Société Anonyme, address(es) of alternative clearing system, and the relevant identification number(s): | SIX SIS AG, Olten, Switzerland | |
Exhibit 99.2
Citigroup Inc.
Issue of EUR 1,250,000,000 Floating Rate Notes due March 2023
under the
U.S.$110,000,000,000
Programme for the issuance of Euro Medium-Term Notes, Series C
The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
| 1. | Specified Currency: | Euro (“EUR”) |
| 2. | Aggregate Nominal Amount: | EUR 1,250,000,000 |
| 3. | Issue Price: | 100.000 per cent. of the Aggregate Nominal Amount |
| 4. | (i) Specified Denominations: | EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000 |
| (ii) Calculation Amount: | EUR 1,000 | |
| 5. | Issue Date: | 21 March 2018 |
| 6. | Maturity Date: | The Interest Payment Date falling on or nearest to 21 March 2023 |
| 7. | Interest Basis: |
Three-month EURIBOR + 0.50 per cent. per annum Floating Rate
(further particulars specified below)
|
| 8. | Redemption/Payment Basis: | Redemption at par |
| 9. | Put/Call Options: |
Issuer Call
(further particulars specified below)
|
| 10. | Status of the Notes: | Senior |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||
| 11. | Floating Rate Note Provisions: | Applicable |
| (i) Interest Periods: | On, and including, each Interest Payment Date to, but excluding, the next Specified Interest Payment Date; provided that for the first Interest Period, on, and including, the Issue Date to, but excluding, the first Interest Payment Date | |
| (ii) Specified Period(s): | Not Applicable | |
| (iii) Specified Interest Payment Dates: | Interest will be payable quarterly in arrears on 21 March, 21 June, 21 September and 21 December in each year subject, in each case, to adjustment in accordance with the Business Day Convention specified below | |
| (iv) First Interest Payment Date: | 21 June 2018 | |
| (v) Business Day Convention: | Modified Following Business Day Convention | |
| (vi) Business Centre(s): | TARGET, London | |
| (vii) Manner in which the Rate(s)of Interest is/are to be determined: | Screen Rate Determination | |
| (viii) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Fiscal Agent): | Not Applicable | |
| (ix) Screen Rate Determination: | ||
| ● Reference Rate: | Three-month EURIBOR | |
| ● Interest Determination Date(s): | The second TARGET Business Day prior to the first day of each Interest Period | |
| ● Relevant Screen Page: | The display page designated EURIBOR01 on Reuters | |
| ● Relevant Time: | 11:00 a.m. Brussels time | |
| ● Relevant Financial Centre: | Eurozone | |
| (x) ISDA Determination: | Not Applicable | |
| (xi) Margin(s): | + 0.50 per cent. per annum | |
| (xii) Minimum Rate of Interest: | 0.000 per cent. per annum | |
| (xiii) Maximum Rate of Interest: | Not Applicable | |
| (xiv) Day Count Fraction: | Actual/360 | |
| 12. | Call Option: | Applicable |
| (i) Optional Redemption Date(s) (Call): | In whole at any time, or in part from time to time, on or after 21 February 2023. | |
| (ii) Notice period (if other than as set out in the Conditions): | Not less than 15 nor more than 60 days’ notice | |
| 13. | Final Redemption Amount: | EUR 1,000 per Calculation Amount |
| 14. | Early Redemption Amount: | |
| Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): | EUR 1,000 per Calculation Amount | |
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||
| 15. | Additional Financial Centre(s) or other special provisions relating to Payment Dates: | London |
| 16. | Listing: | Luxembourg |
| OPERATIONAL INFORMATION | ||
| ISIN Code: | XS1795253134 | |
| Common Code: | 179525313 | |
Exhibit 99.3
Citigroup Inc.
Issue of EUR 750,000,000 1.625 per cent. Fixed Rate Notes due March 2028
under the
U.S.$110,000,000,000
Programme for the issuance of Euro Medium-Term Notes, Series C
The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
| 1. | Specified Currency: | Euro (“EUR”) |
| 2. | Aggregate Nominal Amount: | EUR 750,000,000 |
| 3. | Issue Price: | 99.061 per cent. of the Aggregate Nominal Amount |
| 4. | (i) Specified Denominations: | EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000 |
| (ii) Calculation Amount: | EUR 1,000 | |
| 5. | Issue Date: | 21 March 2018 |
| 6. | Maturity Date: | 21 March 2028 |
| 7. | Interest Basis: |
1.625 per cent. Fixed Rate
(further particulars specified below)
|
| 8. | Redemption/Payment Basis: | Redemption at par |
| 9. | Put/Call Options: |
Issuer Call
(further particulars specified below)
|
| 10. | Status of the Notes: | Senior |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||
| 11. | Fixed Rate Note Provisions: | Applicable |
| (i) Rate of Interest: | 1.625 per cent. per annum payable annually in arrear | |
| (ii) Interest Payment Dates: | 21 March in each year from, and including, 21 March 2019 to, and including, 21 March 2028, not adjusted | |
| (iii) Fixed Interest Amount: | EUR 16.25 per Calculation Amount | |
| (iv) Day Count Fraction: | Actual/Actual (ICMA) | |
| 12. | Call Option: | Applicable |
| (i) Optional Redemption Date(s) (Call): | In whole at any time, or in part from time to time, on or after 21 March 2019. | |
| (ii) Optional Redemption Amount(s) (Call) and method, if any, of calculation of such amount(s): | The sum of EUR 1,000 per Calculation Amount being redeemed and the Make-Whole Amount | |
| (a) Make-Whole Amount: | The excess, if any, of : (i) the aggregate present value as of such Optional Redemption Date of each euro of nominal amount being redeemed and the amount of interest (exclusive of interest accrued to the Optional Redemption Date) that would have been payable in respect of each such euro if such redemption had not been made, determined by discounting, on an annual basis, such principal and interest at the Reinvestment Rate (determined on the third Business Day preceding the date that notice of such redemption is given pursuant to Condition 18 (Notices)) from the respective dates on which such principal and interest would have been payable if such redemption had not been made, to the date of redemption, over (ii) the aggregate nominal amount of Notes being redeemed, as calculated by the Issuer or a person designated by the Issuer. | |
| (b) Reinvestment Rate: | The mid-market annual yield on the Reference Security (or if the Reference Security is no longer outstanding, a Similar Security) plus the Redemption Margin | |
| (c) Reference Security: | DBR 0.500 per cent. Federal Government Bond of Bundesrepublik Deutschland due February 2028 | |
| (d) Similar Security: | Reference bond or reference bonds issued by the German Federal Government having an actual or interpolated maturity of 21 March 2019 that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issuances of corporate debt securities maturing on 21 March 2019 | |
| (e) Redemption Margin: | 20 basis points | |
| (f) Par Call Date: | Not Applicable | |
| (g) Maturity Date of Similar Security: | 21 March 2019 | |
| (iv) Notice period (if other than as set out in the Conditions): | Not less than 15 nor more than 60 days’ notice | |
| 13. | Final Redemption Amount: | EUR 1,000 per Calculation Amount |
| 14. | Early Redemption Amount: | |
| Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): | EUR 1,000 per Calculation Amount |
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||
| 15. | Additional Financial Centre(s) or other special provisions relating to Payment Dates: | London |
| 16. | Listing: | Luxembourg |
| OPERATIONAL INFORMATION | ||
| ISIN Code: | XS1795252672 | |
| Common Code: | 179525267 | |