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) July 25, 2013
Citigroup Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1-9924 | 52-1568099 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
399 Park Avenue, New York, New York 10022
(Address of principal executive offices) (Zip Code)
(212) 559-1000
(Registrants 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)) |
Citigroup Inc.
Current Report on Form 8-K
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits: |
Exhibit |
Description | |
1.01 | Terms Agreement, dated July 18, 2013, among Citigroup Inc. (the Company) and the underwriters named therein, relating to the offer and sale of the Companys 1.700% Notes due July 25, 2016. | |
4.01 | Form of Note for the Companys 1.700% Notes due July 25, 2016. | |
5.01 | Opinion of Michael J. Tarpley, Esq. |
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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: July 25, 2013 | CITIGROUP INC. |
By: | /s/ Michael J. Tarpley | |
Michael J. Tarpley | ||
Assistant Secretary |
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Exhibit Index
Exhibit |
Description | |
1.01 | Terms Agreement, dated July 18, 2013, among the Company and the underwriters named therein, relating to the offer and sale of the Companys 1.700% Notes due July 25, 2016. | |
4.01 | Form of Note for the Companys 1.700% Notes due July 25, 2016. | |
5.01 | Opinion of Michael J. Tarpley, Esq. |
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Exhibit 1.01
TERMS AGREEMENT
July 18, 2013
Citigroup Inc.
399 Park Avenue
New York, New York 10043
Attention: Assistant Treasurer
Ladies and Gentlemen:
We understand that Citigroup Inc., a Delaware corporation (the Company), proposes to issue and sell US $1,500,000,000 aggregate principal amount of its debt securities (the Securities). Subject to the terms and conditions set forth herein or incorporated by reference herein, we, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, UBS Securities LLC, Wells Fargo Securities, LLC, ABN AMRO Securities (USA) LLC, Banca IMI S.p.A., BBVA Securities Inc., BNY Mellon Capital Markets, LLC, C.L. King & Associates, Inc., Capital One Securities, Inc., CIBC World Markets Corp., Credit Agricole Securities (USA) Inc., Drexel Hamilton, LLC, Goto Capital Markets, Inc., MFR Securities, Inc., Mischler Financial Group, Inc., National Bank of Canada Financial Inc., Nomura Securities International, Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC, Samuel A. Ramirez & Company, Inc., SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc. and Swedbank AB (publ), as underwriters (the Underwriters), offer to purchase, severally and not jointly, the principal amount of the Securities set forth opposite our respective names on the list attached as Annex A hereto at 99.703% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The Closing Date shall be July 25, 2013, at 9:30 a.m. (Eastern Time). The closing shall take place at the offices of Cleary Gottlieb Steen & Hamilton LLP located at One Liberty Plaza, New York, New York 10006.
The Securities shall have the following terms:
Title: | 1.700% Senior Notes Due 2016 | |
Maturity: | July 25, 2016 | |
Interest Rate: | 1.700% per annum | |
Interest Payment Dates: | Semi-annually on the 25th of each January and July, commencing January 25, 2014 | |
Initial Price to Public: | 99.953% of the principal amount thereof, plus accrued interest, if any, from July 25, 2013 | |
Redemption Provisions: | The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated May 12, 2011 | |
Record Date: | The business day immediately preceding each Interest Payment Date |
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Additional Terms:
The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (DTC) or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. The relevant provisions of Article Eleven of the Indenture relating to defeasance shall apply to the Securities.
All the provisions contained in the document entitled Citigroup Inc. Debt Securities Underwriting Agreement Basic Provisions and dated March 2, 2006 (the Basic Provisions), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for
| Section 1(a), which is hereby deleted in its entirety and replaced with the following: The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a shelf registration statement (File No. 333- 172562), including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.; |
| Section 1(d), which is hereby deleted in its entirety and replaced with Reserved; |
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| Section 1(e), which is hereby deleted in its entirety and replaced with the following: (e) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) as of the Execution Time (with such time being used as the determination date for purposes of this clause (ii)), the Company met the requirements set forth in Rule 164(e)(2) with respect to ineligible issuer use of free writing prospectuses that contain only descriptions of the terms of the securities in the offering or the offering.; and |
| Section 1(g) is hereby added in its entirety as follows: (g) On each Effective Date, at the Execution Time and on the Closing Date, the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commissions rules and guidelines applicable thereto. |
| Section 1(h) is hereby added in its entirety as follows: (h) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended and the rules and regulations thereunder (the FCPA), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any foreign official (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and the Company, its subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. |
| Section 1(j) is hereby added in its entirety as follows: (j) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the Money Laundering Laws) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. |
| Section 1(k) is hereby added in its entirety as follows: (k) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is |
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currently subject to any sanctions administered imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department (OFAC)) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic sanctions imposed by the United States (including any administered or enforced by OFAC, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majestys Treasury) (collectively, Sanctions and such persons, Sanction Persons) by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). |
| Section 1(l) is hereby added in its entirety as follows: (l) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, Sanctioned Countries and each, a Sanctioned Country). |
| Section 1(m) is hereby added in its entirety as follows: (m) Except as has been disclosed to the Underwriters through the Representatives or is not material to the analysis under any Sanctions, neither the Company nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any of its subsidiaries have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries. |
Terms defined in the Basic Provisions are used herein as therein defined. The Execution Time means 2:48 p.m. (Eastern Time).
The Company agrees to use its best efforts to have the Securities approved for listing on the Luxembourg Stock Exchange and to maintain such listing so long as any of the Securities are outstanding, provided, however, that:
(a) if it is impracticable or unduly burdensome, in the good faith determination of the Company, to maintain such listing due to changes in listing requirements occurring after the date of the Prospectus Supplement, or
(b) if the Transparency Directive (as defined in the Prospectus) is implemented in Luxembourg in a manner that would require the Company to publish financial information according to accounting principles or standards that are materially different from United States
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generally accepted accounting principles, the Company may de-list the Securities from the Luxembourg Stock Exchange and shall use its reasonable best efforts to obtain an alternative admission to listing, trading and/or quotation of the Securities by another listing authority, exchange or system within or outside the European Union as it may decide. If such an alternative admission is not available or is, in the Companys opinion, unduly burdensome, such an alternative admission will not be obtained, and the Company shall have no further obligation in respect of any listing, trading or quotation for the Securities.
The Underwriters hereby agree in connection with the underwriting of the Securities to comply with the requirements set forth in any applicable sections of Rule 5121 of the Financial Industry Regulatory Authority, Inc.
Selling Restrictions:
European Economic Area
Each Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the Relevant Implementation Date), an offer to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer to the public in that Relevant Member State of any Securities may be made at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive.
For the purposes of this provision, the expression an offer to the public in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.
This EEA selling restriction is in addition to any other selling restrictions set out below.
United Kingdom
Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
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Order 2005 (the Order) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as Relevant Persons).
France
No prospectus (including any amendment, supplement or replacement thereto) has been prepared in connection with the offering of the Securities that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers; each Underwriter represents and agrees that no Securities have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; each Underwriter represents and agrees that the prospectus or any other offering material relating to the Securities have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offers, sales and distributions have been and shall only be made in France to persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors (investisseurs qualifiés) and/or a restricted circle of investors (cercle restreint dinvestisseurs), in each case investing for their own account, all as defined in Articles L. 411-2, D. 411-1, D. 411-2, D. 411-4, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the Code monétaire et financier. Each Underwriter represents and agrees that the direct or indirect distribution to the public in France of any so acquired Securities may be made only as provided by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Code monétaire et financier and applicable regulations thereunder.
Hong Kong
Each Underwriter:
(a) has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Securities other than to (i) professional investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a prospectus as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and
(b) has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the contents of which are or are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.
Japan
The Securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the FIEA). Each Underwriter represents and agrees that it has
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not and will not offer or sell, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the FIEA and (2) in compliance with the other applicable laws, regulations and governmental guidelines of Japan.
Singapore
The Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the SFA). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following relevant persons specified in Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:
(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, that shares, debentures and units of shares and debentures of that corporation or the beneficiaries rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Securities under Section 275 of the SFA except:
(1) | to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA; |
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(2) | where no consideration is given for the transfer; or |
(3) | by operation of law. |
In addition to the legal opinions required by Sections 6(b) and 6(c) of the Basic Provisions, the Underwriters shall have received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company, dated the Closing Date, to the effect that although the discussion set forth in the Prospectus under the headings United States Federal Income Tax Considerations Introduction and Non-United States Holders does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of the Securities to non-United States holders of the Securities, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of the Securities to non-United States holders of the Securities.
Michael J. Tarpley, Esq., Associate General Counsel-Capital Markets of the Company, is counsel to the Company. Skadden, Arps, Slate, Meagher & Flom LLP has also acted as counsel to the Company in connection with matters related to the issuance of the Securities. Cleary Gottlieb Steen & Hamilton LLP is counsel to the Underwriters.
Please accept this offer no later than 9:00 p.m. (Eastern Time) on July 18, 2013 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us, or by sending us a written acceptance in the following form:
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We hereby accept your offer, set forth in the Terms Agreement, dated July 18, 2013, to purchase the Securities on the terms set forth therein.
Very truly yours, |
CITIGROUP GLOBAL MARKETS INC., on behalf of the Underwriters named herein |
By: | /s/ Jack D. McSpadden Jr. | |
Name: | Jack D. McSpadden, Jr. | |
Title: | Managing Director |
ACCEPTED: | ||
CITIGROUP INC. | ||
By: | /s/ Le Roy Davis | |
Name: | Le Roy Davis | |
Title: | Assistant Treasurer |
ANNEX A
Name of Underwriter |
Principal Amount of Securities | |||
Citigroup Global Markets Inc. |
$ | 1,125,000,000 | ||
Deutsche Bank Securities Inc. |
$ | 37,500,000 | ||
Goldman, Sachs & Co. |
$ | 37,500,000 | ||
HSBC Securities (USA) Inc. |
$ | 37,500,000 | ||
J.P. Morgan Securities LLC |
$ | 37,500,000 | ||
UBS Securities LLC |
$ | 37,500,000 | ||
Wells Fargo Securities, LLC |
$ | 37,500,000 | ||
ABN AMRO Securities (USA) LLC |
$ | 7,500,000 | ||
Banca IMI S.p.A. |
$ | 7,500,000 | ||
BBVA Securities Inc. |
$ | 7,500,000 | ||
BNY Mellon Capital Markets, LLC |
$ | 7,500,000 | ||
C.L. King & Associates, Inc. |
$ | 7,500,000 | ||
Capital One Securities, Inc. |
$ | 7,500,000 | ||
CIBC World Markets Corp. |
$ | 5,000,000 | ||
Credit Agricole Securities (USA) Inc. |
$ | 7,500,000 | ||
Drexel Hamilton, LLC |
$ | 7,500,000 | ||
Goto Capital Markets, Inc. |
$ | 7,500,000 | ||
MFR Securities, Inc. |
$ | 7,500,000 | ||
Mischler Financial Group, Inc. |
$ | 7,500,000 | ||
National Bank of Canada Financial Inc. |
$ | 7,500,000 | ||
Nomura Securities International, Inc. |
$ | 7,500,000 | ||
PNC Capital Markets LLC |
$ | 7,500,000 |
RBC Capital Markets, LLC |
$ | 7,500,000 | ||
Samuel A. Ramirez & Company, Inc. |
$ | 7,500,000 | ||
SMBC Nikko Securities America, Inc. |
$ | 7,500,000 | ||
SunTrust Robinson Humphrey, Inc. |
$ | 7,500,000 | ||
Swedbank AB (publ) |
$ | 7,500,000 | ||
Total |
$ | 1,500,000,000 |
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ANNEX B
FINAL TERM SHEET
US$1,500,000,000 | FILED PURSUANT TO RULE 433 | |
1.700% SENIOR NOTES DUE 2016 | FILE NO. 333-172562 |
Terms and Conditions: | ||
Issuer: | Citigroup Inc. | |
Ratings*: | Baa2 (negative outlook)/A- (negative outlook)/A (stable outlook) (Moodys / S&P / Fitch) | |
Ranking: | Senior | |
Trade Date: | July 18, 2013 | |
Settlement Date: | July 25, 2013 (T+5 days) | |
Maturity: | July 25,, 2016 | |
Par Amount: | U.S. $1,500,000,000 | |
Semi-Annual Coupon: | 1.700% per annum | |
Re-offer Spread to Benchmark: | T3 + 112 basis points | |
Re-offer Yield: | 1.716% per annum | |
Public Offering Price: | 99.953% | |
Net Proceeds to Citigroup: | $1,495,545,000 (before expenses). | |
Interest Payment Dates: | The 25th day of each January and July, commencing January 25, 2014. Following business day convention. | |
Day Count: | 30/360. | |
Defeasance: | Applicable. Provisions of Sections 11.03 and 11.04 of the Indenture apply. | |
Redemption at Issuer Option: | Only for tax purposes. | |
Redemption for Tax Purposes: | Applicable at issuer option if, as a result of changes in U.S. tax law, withholding tax or information reporting requirements are imposed on payments on the notes to non-United States persons. Redemption as a whole, not in part. | |
Sinking Fund: | Not applicable. | |
Listing: | Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange. | |
Minimum Denomination / Multiples: | $1,000/ multiples of $1,000 in excess thereof | |
Sole Book Manager: | Citigroup Global Markets Inc. | |
Senior Co-Managers: |
Deutsche Bank Securities Inc. Goldman, Sachs & Co. HSBC Securities (USA) Inc. J.P. Morgan Securities LLC UBS Securities LLC Wells Fargo Securities, LLC |
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US$1,500,000,000 | FILED PURSUANT TO RULE 433 | |
1.700% SENIOR NOTES DUE 2016 | FILE NO. 333-172562 |
Junior Co-Managers: | ABN AMRO Securities (USA) LLC Banca IMI S.p.A BBVA Securities Inc. BNY Mellon Capital Markets, LLC C.L. King & Associates, Inc. Capital One Securities, Inc. CIBC World Markets Corp. Credit Agricole Securities (USA) Inc. Drexel Hamilton, LLC Goto Capital Markets, Inc. MFR Securities, Inc. Mischler Financial Group, Inc. National Bank of Canada Financial Inc. Nomura Securities International Inc. PNC Capital Markets LLC RBC Capital Markets, LLC Samuel A. Ramirez & Company, Inc. SMBC Nikko Securities America, Inc. SunTrust Robinson Humphrey, Inc. Swedbank AB | |
CUSIP: | 172967 GW 5 | |
ISIN: | US172967GW53 |
*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
Citigroup Inc. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and the other documents Citigroup has filed with the SEC for more complete information about Citigroup and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. The file number for Citigroups registration statement is No. 333-172562. Alternatively, you can request the prospectus by calling toll-free in the United States 1-877-831-9146.
Exhibit 4.01
This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in the limited circumstances described herein.
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (the Depository), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of the Depository (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
CITIGROUP INC.
1.700% Notes due July 25, 2016
REGISTERED | REGISTERED | |
CUSIP: 172967 GW 5 | ||
ISIN: US172967GW53 | ||
Common Code: 095564445 | ||
No. R-0001 | $500,000,000 |
CITIGROUP INC., a Delaware corporation (the Company, which term includes any successor Person under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $500,000,000 on July 25, 2016 and to pay interest thereon from and including July 25, 2013 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually, on January 25 and July 25 of each year, commencing January 25, 2014 at the rate of 1.700% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Record Date for such interest, which shall be the Business Day immediately preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a subsequent Record Date, such subsequent Record Date to be not less than five days prior to the date of payment of such defaulted interest, notice whereof shall be given to holders of Notes of this series not less than 15 days prior to such subsequent Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.
Interest hereon will be calculated on the basis of a 360-day year comprised of twelve 30-day months.
If either an Interest Payment Date or the Maturity of the Notes falls on a day that is not a Business Day, such Interest Payment Date or Maturity will be the next succeeding Business Day. If a date for payment of interest or principal on the Notes falls on a day that is not a business day in the place of payment, such payment will be made on the next succeeding business day in such place of payment as if made on the date the payment was due. No interest will accrue on any amounts payable for the period from and after the due date for payment of such principal or interest.
For these purposes, Business Day means any day which is a day on which commercial banks settle payments and are open for general business in The City of New York.
Payment of the principal of and interest on this Note will be made at the office or agency of the Trustee maintained for that purpose in The City of New York.
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee or by an authenticating agent on behalf of the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
2
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated: July 25, 2013
CITIGROUP INC. | ||
By: |
| |
Title: | Chief Financial Officer |
ATTEST: | ||
By: |
| |
Title: | Assistant Secretary |
3
This is one of the Notes of the series issued under the within-mentioned Indenture.
Dated: July 25, 2013
THE BANK OF NEW YORK MELLON, as Trustee | ||
By: |
| |
Name: | ||
Title: | ||
-or- | ||
CITIBANK, N.A., as Authenticating Agent | ||
By: |
| |
Name: | ||
Title: |
4
This Note is one of a duly authorized issue of Securities of the Company (the Notes), issued and to be issued in one or more series under the Indenture, dated as of March 15, 1987 (as amended and supplemented to date, the Indenture), between the Company and The Bank of New York Mellon, formerly known as The Bank of New York, as Trustee (the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially limited in aggregate principal to $1,500,000,000.
If an event of default (as defined in the Indenture) with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note upon compliance by the Company with certain conditions set forth in Sections 11.03 and 11.04 thereof, which provisions apply to this Note.
The Indenture contains provisions permitting the Company and the Trustee, without the consent of the holders of the Securities, to establish, among other things, the form and terms of any series of Securities issuable thereunder by one or more supplemental indentures, and, with the consent of the holders of not less than 66 2/3% in aggregate principal amount of Securities at the time outstanding which are affected thereby, to modify the Indenture or any supplemental indenture or the rights of the holders of Securities of such series to be affected, provided that no such modification will (i) extend the fixed maturity of any Securities, reduce the rate or extend the time of payment of interest thereon, reduce the principal amount thereof or the premium, if any, thereon, reduce the amount of the principal of Original Issue Discount Securities payable on any date, change the currency in which Securities are payable, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities of any series the consent of the holders of which is required for any such modification without the consent of the holders of all Securities of such series then outstanding, or (iii) modify, without the written consent of the Trustee, the rights, duties or immunities of the Trustee.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.
This Note is a Global Security registered in the name of a nominee of the Depository. This Note is exchangeable for Notes registered in the name of a person other than the Depository or its nominee only in the limited circumstances hereinafter described. Unless and until it is exchanged in whole or in part for definitive Notes in certificated form, this Note may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.
R-1
The Notes represented by this Global Security are exchangeable for definitive Notes in certificated form of like tenor as such Notes in denominations of $1,000 and whole multiples of $1,000 in excess thereof only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Notes or (ii) the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, or (iii) the Company in its sole discretion decides to allow the Notes to be exchanged for definitive Notes in registered form. Any Notes that are exchangeable pursuant to the preceding sentence are exchangeable for certificated Notes issuable in authorized denominations and registered in such names as the Depository shall direct. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of definitive Notes in certificated form is registrable in the register maintained by the Company in The City of New York for such purpose, upon surrender of the definitive Note for registration of transfer at the office or agency of the registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the registrar duly executed by, the holder thereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Subject to the foregoing, this Note is not exchangeable, except for a Global Security or Global Securities of this issue of the same principal amount to be registered in the name of the Depository or its nominee.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
The Company will pay additional amounts (Additional Amounts) to the beneficial owner of any Note that is a non-United States person in order to ensure that every net payment on such Note will not be less, due to payment of U.S. withholding tax, than the amount then due and payable. For this purpose, a net payment on a Note means a payment by the Company or a paying agent, including payment of principal and interest, after deduction for any present or future tax, assessment or other governmental charge of the United States. These Additional Amounts will constitute additional interest on the Note.
The Company will not be required to pay Additional Amounts, however, in any of the circumstances described in items (1) through (14) below.
R-2
(1) | Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner: |
(a) | having a relationship with the United States as a citizen, resident or otherwise; |
(b) | having had such a relationship in the past or |
(c) | being considered as having had such a relationship. |
(2) | Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner: |
(a) | being treated as present in or engaged in a trade or business in the United States; |
(b) | being treated as having been present in or engaged in a trade or business in the United States in the past or |
(c) | having or having had a permanent establishment in the United States. |
(3) | Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld in whole or in part by reason of the beneficial owner being or having been any of the following (as such terms are defined in the Internal Revenue Code of 1986, as amended): |
(a) | personal holding company; |
(b) | foreign personal holding company; |
(c) | foreign private foundation or other foreign tax-exempt organization; |
(d) | passive foreign investment company; |
(e) | controlled foreign corporation or |
(f) | corporation which has accumulated earnings to avoid United States federal income tax. |
(4) | Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner owning or having owned, actually or constructively, 10 percent or more of the total combined voting power of all classes of stock of the Company entitled to vote or by reason of the beneficial owner being a bank that has invested in a Note as an extension of credit in the ordinary course of its trade or business. |
For purposes of items (1) through (4) above, beneficial owner means a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership, limited liability company, corporation or other entity, or a person holding a power over an estate or trust administered by a fiduciary holder.
R-3
(5) | Additional Amounts will not be payable to any beneficial owner of a Note that is a: |
(a) | fiduciary; |
(b) | partnership; |
(c) | limited liability company or |
(d) | other fiscally transparent entity |
or that is not the sole beneficial owner of the Note, or any portion of the Note. However, this exception to the obligation to pay Additional Amounts will only apply to the extent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment.
(6) | Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the failure of the beneficial owner or any other person to comply with applicable certification, identification, documentation or other information reporting requirements. This exception to the obligation to pay Additional Amounts will only apply if compliance with such reporting requirements is required by statute or regulation of the United States or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge. |
(7) | Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is collected or imposed by any method other than by withholding from a payment on a Note by the Company or a paying agent. |
(8) | Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later. |
(9) | Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of the presentation by the beneficial owner of a Note for payment more than 30 days after the date on which such payment becomes due or is duly provided for, whichever occurs later. |
R-4
(10) | Additional Amounts will not be payable if a payment on a Note is reduced as a result of any: |
(a) | estate tax; |
(b) | inheritance tax; |
(c) | gift tax; |
(d) | sales tax; |
(e) | excise tax; |
(f) | transfer tax; |
(g) | wealth tax; |
(h) | personal property tax or |
(i) | any similar tax, assessment, withholding, deduction or other governmental charge. |
(11) | Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment, or other governmental charge required to be withheld by any paying agent from a payment of principal or interest on a Note if such payment can be made without such withholding by any other paying agent. |
(12) | Additional amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge that is required to be made pursuant to any European Union directive on the taxation of savings income or any law implementing or complying with, or introduced to conform to, any such directive. |
(13) | Additional amounts will not be payable if a payment on a Note is reduced as a result of any withholding, deduction, tax, duty assessment or other governmental charge that would not have been imposed but for a failure by the holder or beneficial owner of a Note (or any financial institution through which the holder or beneficial owner holds the Note or through which payment on the Note is made) to take any action (including entering into an agreement with the Internal Revenue Service, or a governmental authority of another jurisdiction if the holder is entitled to the benefits of an intergovernmental agreement between that jurisdiction and the United States) or to comply with any applicable certification, documentation, information or other reporting requirement or agreement concerning accounts maintained by the holder or beneficial owner (or any such financial institution), or concerning ownership of the holder or beneficial owner, or any substantially similar requirement or agreement. |
(14) | Additional Amounts will not be payable if a payment on a Note is reduced as a result of any combination of items (1) through (13) above. |
Except as specifically provided herein, the Company will not be required to make any payment of any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of such government.
R-5
As used in this Note, United States person means:
(a) | any individual who is a citizen or resident of the United States; |
(b) | any corporation, partnership or other entity created or organized in or under the laws of the United States; |
(c) | any estate if the income of such estate falls within the federal income tax jurisdiction of the United States regardless of the source of such income and |
(d) | any trust if a United States court is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of the substantial decisions of the trust. |
Additionally, non-United States person means a person who is not a United States person, and United States means the states of the United States of America and the District of Columbia, but excluding its territories and its possessions.
Except as provided below, the Notes may not be redeemed prior to maturity.
(1) | The Company may, at its option, redeem the Notes if: |
(a) | the Company becomes or will become obligated to pay Additional Amounts as described above; |
(b) | the obligation to pay Additional Amounts arises as a result of any change in the laws, regulations or rulings of the United States, or an official position regarding the application or interpretation of such laws, regulations or rulings, which change is announced or becomes effective on or after July 18, 2013 and |
(c) | the Company determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to it, other than substituting the obligor under the Notes or taking any action that would entail a material cost to the Company. |
(2) | The Company may also redeem the Notes, at its option, if: |
(a) | any act is taken by a taxing authority of the United States on or after July 18, 2013, whether or not such act is taken in relation to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay Additional Amounts as described above; |
(b) | the Company determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to it, other than substituting the obligor under the Notes or taking any action that would entail a material cost to the Company and |
(c) | the Company receives an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company will or may be required to pay the Additional Amounts described under above, and delivers to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion the Company is entitled to redeem the Notes pursuant to their terms. |
R-6
Any redemption of the Notes as set forth in clauses (1) or (2) above shall be in whole, and not in part, and will be made at a redemption price equal to 100% of the principal amount of the Notes Outstanding plus accrued interest thereon to the date of redemption. Holders shall be given not less than 30 days nor more than 60 days prior notice by the Trustee of the date fixed for such redemption.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes are governed by the laws of the State of New York.
R-7
Exhibit 5.01
July 25, 2013
Citigroup Inc.
399 Park Avenue
New York, New York 10043
Ladies and Gentlemen:
I am an Associate General CounselCapital Markets of Citigroup Inc., a Delaware corporation (the Company). I refer to the offering of $1,500,000,000 1.700% Notes due July 25, 2016 of the Company (the Securities) pursuant to the Registration Statement on Form S-3 (No. 333-172562) (the Registration Statement) and the prospectus dated May 12, 2011, as supplemented by the prospectus supplement dated July 18, 2013 (together, the Prospectus). The Securities were issued pursuant to the senior debt indenture dated as of March 15, 1987, as amended (the Indenture), between the Company and The Bank of New York Mellon, as successor trustee (the Trustee).
I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for the purposes of this opinion. In such examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures (other than those of officers of the Company), the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the original of such copies.
Upon the basis of the foregoing, I am of the opinion that the Securities have been validly authorized and are validly issued and outstanding obligations of the Company enforceable in accordance with their terms and entitled to the benefits of the Indenture (subject, as to enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors rights generally and to general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law).
Citigroup Inc.
Page 2
My opinion is limited to matters governed by the Federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the General Corporation Law of the State of Delaware and such applicable provisions of the Delaware Constitution).
I consent to the filing of this opinion as Exhibit 5.01 to the Companys Current Report on Form 8-K dated July 25, 2013 and to the reference to my name in the Prospectus under the heading Legal Matters. In giving such consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours, |
/s/ Michael J. Tarpley |
Michael J. Tarpley |
Associate General Counsel |
Capital Markets |
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