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Citigroup Inc. (NYSE: C)
September 14, 2004
Citigroup Announces Completion of Its Exchange Offer
New York — Citigroup Inc. (NYSE: C) announced today that it successfully completed its exchange offer relating to $4.250 billion of its outstanding 7.25% Subordinated Notes due 2010 (the “Old Notes”).
Citigroup accepted all Old Notes validly tendered in the exchange offer for its new 5.00% Subordinated Notes due 2014 (the “New Notes”). Approximately $3.46 billion aggregate principal amount of Old Notes were tendered. This amount represents approximately 81.4% of the outstanding Old Notes. Upon closing of the exchange offer, expected to occur on September 16, 2003, approximately $4.08 billion aggregate principal amount of New Notes will be issued.
The New Notes will be issued only to holders of Old Notes that have certified certain matters to Citigroup, including their status as “qualified institutional buyers” or non “U.S. persons” located in France, Germany or the United Kingdom, as such terms are defined in accordance with Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).
Citigroup has agreed to file a registration statement for the resale of the New Notes within 120 days after the closing of the exchange offer.
The New Notes have not been and will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
This press release does not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities. The exchange offer is being made only pursuant to an offering memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.
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Citigroup (NYSE: C), the preeminent global financial services company has some 200 million customer accounts and does business in more than 100 countries, providing consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, insurance, securities brokerage, and asset management. Major brand names under Citigroup's trademark red umbrella include Citibank, CitiFinancial, Primerica, Smith Barney, Banamex, and Travelers Life and Annuity. Additional information may be found at www.citigroup.com