Singapore. Each Underwriter has acknowledged that this prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Underwriter has represented, warranted and agreed that it has not offered or sold any Senior Notes or caused the Senior Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Senior Notes or cause the Senior Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this prospectus supplement or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Senior Notes, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA. Singapore SFA Product Classification – In connection with Section 309B of the SFA and the CMP Regulations 2018, unless otherwise specified before an offer of Senior Notes, MetLife, Inc. has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA) that the Senior Notes are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Appears in 3 contracts
Samples: Underwriting Agreement (Metlife Inc), Underwriting Agreement (Metlife Inc), Underwriting Agreement (Metlife Inc)
Singapore. Each Underwriter has acknowledged that The Prospectus Supplement and accompanying Prospectus relating to this prospectus supplement has offering have not been and will not be registered as a prospectus with the Monetary Authority of SingaporeSingapore under the Securities and Futures Act 2001 (the “SFA”). Accordingly, each Underwriter has represented, warranted and agreed that it has not offered or sold any Senior Notes Securities or caused the Senior Notes Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Senior Notes Securities or cause the Senior Notes 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, this prospectus supplement 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 Senior NotesSecurities, whether directly or indirectly, to any person persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to 275(1A), and in accordance with the conditions conditions, specified in Section 275 of the SFA. Singapore SFA Product Classification – In connection with Section 309B Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA and SFA, the CMP Regulations 2018, unless otherwise specified before an offer of Senior Notes, MetLife, Inc. Company has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) 309A of the SFA) that the Senior Notes Securities are “prescribed capital markets products” (as defined in the CMP Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). Certain of the Underwriters may not be U.S. registered broker-dealers and accordingly will not effect any sales within the United States except in compliance with applicable U.S. laws and regulations, including the rules of the Financial Industry Regulatory Authority. Industrial and Commercial Bank of China (Asia) Limited (“ICBC Bank”) is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and will not underwrite, subscribe, agree to purchase or procure purchasers to purchase securities that are offered or sold in the United States. Accordingly, ICBC Bank shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase securities that may be offered or sold by other underwriters in the United States. ICBC Bank shall offer and sell the Securities constituting part of its allotment solely outside the United States. Xxxxx Xxxx, Esq., Senior Vice President – Corporate Securities Issuance Legal of the Company, is counsel to the Company. Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP is special tax counsel to the Company and counsel to the Underwriters. Please accept this offer no later than 9:00 p.m. (Eastern Time) on February 6, 2024 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: “We hereby accept your offer, set forth in the Terms Agreement, dated February 6, 2024, 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/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director ACCEPTED: CITIGROUP INC. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Assistant Treasurer Citigroup Global Markets Inc. $ 1,758,750,000 ANZ Securities, Inc. $ 15,000,000 Barclays Capital Inc. $ 15,000,000 BBVA Securities Inc. $ 15,000,000 BMO Capital Markets Corp. $ 15,000,000 BNY Mellon Capital Markets, LLC $ 15,000,000 Capital One Securities, Inc. $ 15,000,000 CIBC World Markets Corp. $ 15,000,000 Danske Markets Inc. $ 15,000,000 Deutsche Bank Securities Inc. $ 15,000,000 DZ Financial Markets LLC $ 15,000,000 Fifth Third Securities, Inc. $ 15,000,000 Intesa Sanpaolo IMI Securities Corp. $ 15,000,000 Lloyds Securities Inc. $ 15,000,000 Mediobanca—Banca di Credito Finanziario S.p.A. $ 15,000,000 MUFG Securities Americas Inc. $ 15,000,000 Natixis Securities Americas LLC $ 15,000,000 Netrex Capital Markets, LLC $ 15,000,000 Nomura Securities International, Inc. $ 15,000,000 PNC Capital Markets LLC $ 15,000,000 Rabo Securities USA, Inc. $ 15,000,000 RBC Capital Markets, LLC $ 15,000,000 Santander US Capital Markets LLC $ 15,000,000 Scotia Capital (USA) Inc. $ 15,000,000 SG Americas Securities, LLC $ 15,000,000 SMBC Nikko Securities America, Inc. $ 15,000,000 Standard Chartered Bank $ 15,000,000 TD Securities (USA) LLC $ 15,000,000 Truist Securities, Inc. $ 15,000,000 U.S. Bancorp Investments, Inc. $ 15,000,000 ABN AMRO Capital Markets (USA) LLC $ 8,750,000 Xxxxxxxx Capital, LLC $ 8,750,000 Bank of China Limited, London Branch $ 8,750,000 CaixaBank S.A. $ 8,750,000 Citizens JMP Securities, LLC $ 8,750,000 Commonwealth Bank of Australia $ 8,750,000 Desjardins Securities Inc. $ 8,750,000 Xxxxxx Xxxxxxxx, LLC $ 8,750,000 Erste Group Bank AG $ 8,750,000 Falcon Square Capital, LLC $ 8,750,000 Great Pacific Securities $ 8,750,000 HSBC Securities (USA) Inc. $ 8,750,000 Huntington Securities, Inc. $ 8,750,000 Industrial and Commercial Bank of China (Asia) Limited $ 8,750,000 ING Financial Markets LLC $ 8,750,000 KBC Securities USA LLC $ 8,750,000 KeyBanc Capital Markets Inc. $ 8,750,000 M&T Securities, Inc. $ 8,750,000 MFR Securities, Inc. $ 8,750,000 Mizuho Securities USA LLC $ 8,750,000 nabSecurities, LLC $ 8,750,000 National Bank of Canada Financial Inc. $ 8,750,000 NatWest Markets Securities Inc. $ 8,750,000 Nordea Bank Abp $ 8,750,000 RB International Markets (USA) LLC $ 8,750,000 Regions Securities LLC $ 8,750,000 San Blas Securities, LLC $ 8,750,000 Security Capital Brokerage, Inc. $ 8,750,000 Xxxxx Brothers & Co. $ 8,750,000 Swedbank AB (publ) $ 8,750,000 Telsey Advisory Group LLC $ 8,750,000 UBS Securities LLC $ 8,750,000 UniCredit Capital Markets LLC $ 8,750,000 United Overseas Bank Limited $ 8,750,000 Westpac Capital Markets LLC $ 8,750,000 Issuer: Citigroup Inc. Ratings*: [Omitted] Ranking: Subordinated. See “Subordination” below. Trade Date: February 6, 2024 Settlement Date: February 13, 2024 (T+5 days) Maturity: February 13, 2035 Par Amount: $2,500,000,000 Treasury Benchmark: 4.500% due November 15, 2033 Treasury Price: $103-12 Treasury Yield: 4.077% Re-offer Spread to Benchmark: T10+175 bp Re-offer Yield: 5.827% Fixed Rate Coupon: 5.827% per annum, payable semiannually in arrears on each February 13 and August 13, beginning on August 13, 2024, from, and including, the Settlement Date to, but excluding, February 13, 2034 (the “fixed rate period”). Following business day convention during the fixed rate period. Business days during fixed rate period New York.
Appears in 1 contract
Samples: Terms Agreement (Citigroup Inc)
Singapore. Each Underwriter has acknowledged that The Prospectus Supplement and accompanying Prospectus relating to this prospectus supplement has offering have not been and will not be registered as a prospectus with the Monetary Authority of SingaporeSingapore under the Securities and Futures Act 2001 (the “SFA”). Accordingly, each Underwriter has represented, warranted and agreed that it has not offered or sold any Senior Notes Securities or caused the Senior Notes Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Senior Notes Securities or cause the Senior Notes 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, this prospectus supplement 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 Senior NotesSecurities, whether directly or indirectly, to any person persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to 275(1A), and in accordance with the conditions conditions, specified in Section 275 of the SFA. Singapore SFA Product Classification – In connection with Section 309B Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA and SFA, the CMP Regulations 2018, unless otherwise specified before an offer of Senior Notes, MetLife, Inc. Company has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) 309A of the SFA) that the Senior Notes Securities are “prescribed capital markets products” (as defined in the CMP Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). Certain of the Underwriters may not be U.S. registered broker-dealers and accordingly will not effect any sales within the United States except in compliance with applicable U.S. laws and regulations, including the rules of FINRA. Xxxxx Xxxx, Esq., Senior Vice President – Corporate Securities Issuance Legal of the Company, is counsel to the Company. Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP is special tax counsel to the Company and counsel to the Underwriters. Please accept this offer no later than 9:00 p.m. (Eastern Time) on February 25, 2025 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: “We hereby accept your offer, set forth in the Terms Agreement, dated February 25, 2025, 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/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director ACCEPTED: CITIGROUP INC. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Assistant Treasurer Citigroup Global Markets Inc. $ 1,405,000,000 ANZ Securities, Inc. $ 15,000,000 BBVA Securities Inc. $ 15,000,000 BMO Capital Markets Corp. $ 15,000,000 Capital One Securities, Inc. $ 15,000,000 Danske Markets Inc. $ 15,000,000 Deutsche Bank Securities Inc. $ 15,000,000 ING Financial Markets LLC $ 15,000,000 Lloyds Securities Inc. $ 15,000,000 Mizuho Securities USA LLC $ 15,000,000 MUFG Securities Americas Inc. $ 15,000,000 Natixis Securities Americas LLC $ 15,000,000 Nomura Securities International, Inc. $ 15,000,000 Nordea Bank Abp $ 15,000,000 PNC Capital Markets LLC $ 15,000,000 RBC Capital Markets, LLC $ 15,000,000 Santander US Capital Markets LLC $ 15,000,000 Scotia Capital (USA) Inc. $ 15,000,000 SG Americas Securities, LLC $ 15,000,000 SMBC Nikko Securities America, Inc. $ 15,000,000 Standard Chartered Bank $ 15,000,000 TD Securities (USA) LLC $ 15,000,000 Truist Securities, Inc. $ 15,000,000 U.S. Bancorp Investments, Inc. $ 15,000,000 American Veterans Group, PBC $ 10,000,000 Banco de Sabadell, S.A. $ 10,000,000 BNY Mellon Capital Markets, LLC $ 10,000,000 CastleOak Securities, L.P. $ 10,000,000 CIBC World Markets Corp. $ 10,000,000 Citizens JMP Securities, LLC $ 10,000,000 Commerz Markets LLC $ 10,000,000 Commonwealth Bank of Australia $ 10,000,000 DBS Bank Ltd. $ 10,000,000 Xxxxxxxxxx Securities Inc. $ 10,000,000 Xxxxxx Xxxxxxxx, LLC $ 10,000,000 Fifth Third Securities, Inc. $ 10,000,000 Huntington Securities, Inc. $ 10,000,000 Intesa Sanpaolo IMI Securities Corp. $ 10,000,000 KeyBanc Capital Markets Inc. $ 10,000,000 M&T Securities, Inc. $ 10,000,000 Macquarie Capital (USA) Inc. $ 10,000,000 nabSecurities, LLC $ 10,000,000 National Bank of Canada Financial Inc. $ 10,000,000 NatWest Markets Securities Inc. $ 10,000,000 Nykredit Bank A/S $ 10,000,000 Rabo Securities USA, Inc. $ 10,000,000 RB International Markets (USA) LLC $ 10,000,000 Regions Securities LLC $ 10,000,000 Westpac Capital Markets LLC $ 10,000,000 5.612% FIXED RATE / FLOATING RATE CALLABLE SENIOR NOTES DUE 2056 Issuer: Citigroup Inc. Ratings*: [Omitted] Ranking: Senior Trade Date: February 25, 2025 Settlement Date: March 4, 2025 (T+5 days) Maturity: March 4, 2056 Par Amount: $2,000,000,000 Treasury Benchmark: 4.500% due November 15, 2054 Treasury Price: $98 - 31+ Treasury Yield: 4.562% Re-offer Spread to Benchmark: T30+105 bp Re-offer Yield: 5.612% Fixed Rate Coupon & Payment Dates: 5.612% per annum, payable semiannually in arrears on each March 4 and September 4, beginning on September 4, 2025, from, and including, the Settlement Date to, but excluding, March 4, 2055 (the “fixed rate period”). Following business day convention during the fixed rate period. Business days during fixed rate period New York.
Appears in 1 contract
Samples: Terms Agreement (Citigroup Inc)
Singapore. Each Underwriter has acknowledged that The Prospectus Supplement and accompanying Prospectus relating to this prospectus supplement has offering have not been and will not be registered as a prospectus with the Monetary Authority of SingaporeSingapore under the Securities and Futures Act 2001 (the “SFA”). Accordingly, each Underwriter has represented, warranted and agreed that it has not offered or sold any Senior Notes Securities or caused the Senior Notes Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Senior Notes Securities or cause the Senior Notes 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, this prospectus supplement 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 Senior NotesSecurities, whether directly or indirectly, to any person persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to 275(1A), and in accordance with the conditions conditions, specified in Section 275 of the SFA. Singapore SFA Product Classification – In connection with Section 309B Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA and SFA, the CMP Regulations 2018, unless otherwise specified before an offer of Senior Notes, MetLife, Inc. Company has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) 309A of the SFA) that the Senior Notes Securities are “prescribed capital markets products” (as defined in the CMP Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). Certain of the Underwriters may not be U.S. registered broker-dealers and accordingly will not effect any sales within the United States except in compliance with applicable U.S. laws and regulations, including the rules of the Financial Industry Regulatory Authority. Industrial and Commercial Bank of China (Asia) Limited (“ICBC Bank”) is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and will not underwrite, subscribe, agree to purchase or procure purchasers to purchase securities that are offered or sold in the United States. Accordingly, ICBC Bank shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase securities that may be offered or sold by other underwriters in the United States. ICBC Bank shall offer and sell the Securities constituting part of its allotment solely outside the United States. Xxxxx Xxxx, Esq., Senior Vice President – Corporate Securities Issuance Legal of the Company, is counsel to the Company. Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP is special tax counsel to the Company and counsel to the Underwriters. Please accept this offer no later than 9:00 p.m. (Eastern Time) on February 6, 2024 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: “We hereby accept your offer, set forth in the Terms Agreement, dated February 6, 2024, 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/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director ACCEPTED: CITIGROUP INC. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Assistant Treasurer Citigroup Global Markets Inc. $ 2,100,000,000 ANZ Securities, Inc. $ 18,000,000 BBVA Securities Inc. $ 18,000,000 BMO Capital Markets Corp. $ 18,000,000 BNY Mellon Capital Markets, LLC $ 18,000,000 Capital One Securities, Inc. $ 18,000,000 CastleOak Securities, L.P. $ 18,000,000 CIBC World Markets Corp. $ 18,000,000 Commerz Markets LLC $ 18,000,000 Danske Markets Inc. $ 18,000,000 Fifth Third Securities, Inc. $ 18,000,000 Intesa Sanpaolo IMI Securities Corp. $ 18,000,000 Lloyds Securities Inc. $ 18,000,000 Mediobanca - Banca di Credito Finanziario S.p.A. $ 18,000,000 MUFG Securities Americas Inc. $ 18,000,000 Natixis Securities Americas LLC $ 18,000,000 Netrex Capital Markets, LLC $ 18,000,000 Nomura Securities International, Inc. $ 18,000,000 PNC Capital Markets LLC $ 18,000,000 Rabo Securities USA, Inc. $ 18,000,000 RBC Capital Markets, LLC $ 18,000,000 Xxxxxxx & Xxxx, Inc. $ 18,000,000 Santander US Capital Markets LLC $ 18,000,000 Scotia Capital (USA) Inc. $ 18,000,000 SG Americas Securities, LLC $ 18,000,000 SMBC Nikko Securities America, Inc. $ 18,000,000 Standard Chartered Bank $ 18,000,000 TD Securities (USA) LLC $ 18,000,000 Truist Securities, Inc. $ 18,000,000 U.S. Bancorp Investments, Inc. $ 18,000,000 ABN AMRO Capital Markets (USA) LLC $ 10,500,000 Academy Securities, Inc. $ 10,500,000 AmeriVet Securities, Inc. $ 10,500,000 Bank of China Limited, London Branch $ 10,500,000 Xxxxxxxx Van, LLC $ 10,500,000 X.X. Xxxx & Associates, Inc. $ 10,500,000 CaixaBank S.A. $ 10,500,000 CAVU Securities LLC $ 10,500,000 Citizens JMP Securities, LLC $ 10,500,000 Commonwealth Bank of Australia $ 10,500,000 Desjardins Securities Inc. $ 10,500,000 Erste Group Bank AG $ 10,500,000 Huntington Securities, Inc. $ 10,500,000 Independence Point Securities LLC $ 10,500,000 Industrial and Commercial Bank of China (Asia) Limited $ 10,500,000 ING Financial Markets LLC $ 10,500,000 KBC Securities USA LLC $ 10,500,000 KeyBanc Capital Markets Inc. $ 10,500,000 Loop Capital Markets LLC $ 10,500,000 M&T Securities, Inc. $ 10,500,000 Xxxxxx Securities, LLC $ 10,500,000 Mizuho Securities USA LLC $ 10,500,000 nabSecurities, LLC $ 10,500,000 National Bank of Canada Financial Inc. $ 10,500,000 NatWest Markets Securities Inc. $ 10,500,000 Nordea Bank Abp $ 10,500,000 X. Xxxxxxx & Co., LLC $ 10,500,000 RB International Markets (USA) LLC $ 10,500,000 Regions Securities LLC $ 10,500,000 Security Capital Brokerage, Inc. $ 10,500,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $ 10,500,000 Swedbank AB (publ) $ 10,500,000 Tigress Financial Partners LLC $ 10,500,000 UniCredit Capital Markets LLC $ 10,500,000 United Overseas Bank Limited $ 10,500,000 Westpac Capital Markets LLC $ 10,500,000 Total $ 3,000,000,000 Issuer: Citigroup Inc. Ratings*: [Omitted] Ranking: Senior Trade Date: February 6, 2024 Settlement Date: February 13, 2024 (T+5 days) Maturity: February 13, 2030 Par Amount: $3,000,000,000 Treasury Benchmark: 4.000% due January 31, 2029 Treasury Price: $99-28+ Treasury Yield: 4.024% Re-offer Spread to Benchmark: T5+115 bp Re-offer Yield: 5.174% Fixed Rate Coupon & Payment Dates: 5.174% per annum, payable semiannually in arrears on each February 13 and August 13, beginning on August 13, 2024, from, and including, the Settlement Date to, but excluding, February 13, 2029 (the “fixed rate period”). Following business day convention during the fixed rate period. Business days during fixed rate period New York.
Appears in 1 contract
Samples: Terms Agreement (Citigroup Inc)
Singapore. Each Underwriter has acknowledged that The Prospectus Supplement and accompanying Prospectus relating to this prospectus supplement has offering have not been and will not be registered as a prospectus with the Monetary Authority of SingaporeSingapore under the Securities and Futures Act 2001 (the “SFA”). Accordingly, each Underwriter has represented, warranted and agreed that it has not offered or sold any Senior Notes Securities or caused the Senior Notes Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Senior Notes Securities or cause the Senior Notes 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, this prospectus supplement 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 Senior NotesSecurities, whether directly or indirectly, to any person persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to 275(1A), and in accordance with the conditions conditions, specified in Section 275 of the SFA. Singapore SFA Product Classification – In connection with Section 309B Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA and SFA, the CMP Regulations 2018, unless otherwise specified before an offer of Senior Notes, MetLife, Inc. Company has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) 309A of the SFA) that the Senior Notes Securities are “prescribed capital markets products” (as defined in the CMP Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). Certain of the Underwriters may not be U.S. registered broker-dealers and accordingly will not effect any sales within the United States except in compliance with applicable U.S. laws and regulations, including the rules of the Financial Industry Regulatory Authority. Oversea-Chinese Banking Corporation Limited (“OCBC”) is restricted in its securities dealings in the United States and will not underwrite, subscribe, agree to purchase or procure purchasers to purchase securities that are offered or sold in the United States. Accordingly, OCBC shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase securities that may be offered or sold by other underwriters in the United States. OCBC shall offer and sell the Securities constituting part of its allotment solely outside the United States. Xxxxx Xxxx, Esq., Senior Vice President – Corporate Securities Issuance Legal of the Company, is counsel to the Company. Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP is special tax counsel to the Company and counsel to the Underwriters. Please accept this offer no later than 9:00 p.m. (Eastern Time) on September 12, 2024 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: “We hereby accept your offer, set forth in the Terms Agreement, dated September 12, 2024, 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/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director ACCEPTED: CITIGROUP INC. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Assistant Treasurer Citigroup Global Markets Inc. $ 803,000,000 Banco de Sabadell, S.A. $ 7,700,000 BBVA Securities Inc. $ 7,700,000 BMO Capital Markets Corp. $ 7,700,000 Capital One Securities, Inc. $ 7,700,000 Commerz Markets LLC $ 7,700,000 MUFG Securities Americas Inc. $ 7,700,000 NatWest Markets Securities Inc. $ 7,700,000 Nomura Securities International, Inc. $ 7,700,000 PNC Capital Markets LLC $ 7,700,000 RB International Markets (USA) LLC $ 7,700,000 RBC Capital Markets, LLC $ 7,700,000 Scotia Capital (USA) Inc. $ 7,700,000 SMBC Nikko Securities America, Inc. $ 7,700,000 TD Securities (USA) LLC $ 7,700,000 U.S. Bancorp Investments, Inc. $ 7,700,000 Academy Securities, Inc. $ 5,500,000 AmeriVet Securities, Inc. $ 5,500,000 ANZ Securities, Inc. $ 5,500,000 Bank of China Limited, Singapore Branch $ 5,500,000 BNY Mellon Capital Markets, LLC $ 5,500,000 X.X. Xxxx & Associates, Inc. $ 5,500,000 CastleOak Securities, L.P. $ 5,500,000 CIBC World Markets Corp. $ 5,500,000 Citizens JMP Securities, LLC $ 5,500,000 Commonwealth Bank of Australia $ 5,500,000 DBS Bank Ltd. $ 5,500,000 Xxxxxxxxxx Securities Inc. $ 5,500,000 DZ Financial Markets LLC $ 5,500,000 Fifth Third Securities, Inc. $ 5,500,000 HSBC Securities (USA) Inc. $ 5,500,000 Huntington Securities, Inc. $ 5,500,000 KeyBanc Capital Markets Inc. $ 5,500,000 M&T Securities, Inc. $ 5,500,000 Macquarie Capital (USA) Inc. $ 5,500,000 Mizuho Securities USA LLC $ 5,500,000 nabSecurities, LLC $ 5,500,000 National Bank of Canada Financial Inc. $ 5,500,000 Natixis Securities Americas LLC $ 5,500,000 Oversea-Chinese Banking Corporation Limited $ 5,500,000 X. Xxxxxxx & Co., LLC $ 5,500,000 Regions Securities LLC $ 5,500,000 Xxxxxx X. Xxxxxxx & Company, Inc. $ 5,500,000 SG Americas Securities, LLC $ 5,500,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $ 5,500,000 Tigress Financial Partners LLC $ 5,500,000 Truist Securities, Inc. $ 5,500,000 UniCredit Capital Markets LLC $ 5,500,000 Westpac Capital Markets LLC $ 5,500,000 Issuer: Citigroup Inc. Ratings*: [Omitted] Ranking: Subordinated. See “Subordination” below. Trade Date: September 12, 2024 Settlement Date: September 19, 2024 (T+5 days) Maturity: September 19, 2039 Par Amount: $1,100,000,000 Treasury Benchmark: 3.875% due August 15, 2034 Treasury Price: $101-19 Treasury Yield: 3.681% Re-offer Spread to Benchmark: T10+173 bp Re-offer Yield: 5.411% Initial Fixed Rate Coupon: 5.411% per annum, payable semiannually in arrears on each March 19 and September 19, beginning on March 19, 2025, from, and including, the Settlement Date to, but excluding, September 19, 2034 (the “initial fixed rate period”). Following New York business day convention during the initial fixed rate period. Subsequent Fixed Rate Coupon: From, and including, September 19, 2034 (the “reset date”) to, but excluding, Maturity (the “subsequent fixed rate period”), an annual fixed rate equal to the five-year treasury rate as of the reset determination date plus 1.730%, payable semiannually in arrears on each March 19 and September 19, beginning on March 19, 2035 and ending at Maturity or any earlier redemption date. Following New York business day convention during the subsequent fixed rate period. Five-Year Treasury Rate: The average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the five business days appearing under the caption “Treasury Constant Maturities” in the most recently published statistical release designated H.15 Daily Update or any successor publication which is published by the Federal Reserve Board as of 5:00 p.m. (Eastern Time) as of the reset determination date, as determined by the calculation agent in its sole discretion. If no calculation is provided as described above, then the Issuer (or its affiliate) will use a substitute or successor rate that it has determined, in its sole discretion after consulting any source it deems to be reasonable, is (i) the industry-accepted substitute or successor for the five-year treasury rate or (ii) if there is no such industry-accepted substitute or successor for the five-year treasury rate, a substitute or successor rate that is most comparable to the five-year treasury rate. Upon selection of a substitute or successor rate, the Issuer (or its affiliate) may determine, in its sole discretion after consulting any source it deems to be reasonable, the day count convention, the business day convention, the definition of business day, the reset determination date and any other relevant methodology or definition for calculating such substitute or successor rate, including any adjustment factor it determines is needed to make such substitute or successor rate comparable to the five-year treasury rate, in a manner that is consistent with any industry-accepted practices for such substitute or successor rate. Reset Determination Date: Three business days prior to the reset date. Public Offering Price: 100.000% Net Proceeds to Citigroup: $1,095,050,000 (before expenses) Day Count: 30/360 Defeasance: Applicable. Provisions of Sections 11.02 and 11.03 of the Indenture apply Redemption at Issuer Option: We may redeem the subordinated notes, at our option, (i) in whole, but not in part, on September 19, 2034, or (ii) in whole at any time or in part from time to time, on or after August 19, 2039 at a redemption price equal to the sum of 100% of the principal amount of the subordinated notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption. Redemption for Tax Purposes: We may redeem the subordinated notes, at our option, in whole at any time, but not in part at a redemption price equal to 100% of the principal amount of the subordinated notes plus accrued and unpaid interest thereon to, but excluding, the date of redemption, if, as a result of changes in U.S. tax law, withholding tax or information reporting requirements are imposed on payments on the subordinated notes to non-U.S. persons.
Appears in 1 contract
Samples: Terms Agreement (Citigroup Inc)
Singapore. Each Underwriter has acknowledged that The Prospectus Supplement and accompanying Prospectus relating to this prospectus supplement has offering have not been and will not be registered as a prospectus with the Monetary Authority of SingaporeSingapore under the Securities and Futures Act 2001 (the “SFA”). Accordingly, each Underwriter has represented, warranted and agreed that it has not offered or sold any Senior Notes Securities or caused the Senior Notes Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Senior Notes Securities or cause the Senior Notes 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, this prospectus supplement 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 Senior NotesSecurities, whether directly or indirectly, to any person persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to 275(1A), and in accordance with the conditions conditions, specified in Section 275 of the SFA. Singapore SFA Product Classification – In connection with Section 309B Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA and SFA, the CMP Regulations 2018, unless otherwise specified before an offer of Senior Notes, MetLife, Inc. Company has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) 309A of the SFA) that the Senior Notes Securities are “prescribed capital markets products” (as defined in the CMP Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). Certain of the Underwriters may not be U.S. registered broker-dealers and accordingly will not effect any sales within the United States except in compliance with applicable U.S. laws and regulations, including the rules of FINRA. Oversea-Chinese Banking Corporation Limited (“OCBC”) is restricted in its securities dealings in the United States and will not underwrite, subscribe, agree to purchase or procure purchasers to purchase securities that are offered or sold in the United States. Accordingly, OCBC shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase securities that may be offered or sold by other underwriters in the United States. OCBC shall offer and sell the Securities constituting part of its allotment solely outside the United States. Xxxxx Xxxx, Esq., Senior Vice President – Corporate Securities Issuance Legal of the Company, is counsel to the Company. Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP is special tax counsel to the Company and counsel to the Underwriters. Please accept this offer no later than 9:00 p.m. (Eastern Time) on January 16, 2025 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: “We hereby accept your offer, set forth in the Terms Agreement, dated January 16, 2025, 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/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director ACCEPTED: CITIGROUP INC. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Assistant Treasurer Citigroup Global Markets Inc. $ 2,118,000,000 ABN AMRO Capital Markets (USA) LLC $ 18,000,000 ANZ Securities, Inc. $ 18,000,000 Barclays Capital Inc. $ 18,000,000 BBVA Securities Inc. $ 18,000,000 BMO Capital Markets Corp. $ 18,000,000 Capital One Securities, Inc. $ 18,000,000 CastleOak Securities, L.P. $ 18,000,000 Commerz Markets LLC $ 18,000,000 Danske Markets Inc. $ 18,000,000 ING Financial Markets LLC $ 18,000,000 Intesa Sanpaolo IMI Securities Corp. $ 18,000,000 Lloyds Securities Inc. $ 18,000,000 MUFG Securities Americas Inc. $ 18,000,000 Natixis Securities Americas LLC $ 18,000,000 NatWest Markets Securities Inc. $ 18,000,000 Nomura Securities International, Inc. $ 18,000,000 Nordea Bank Abp $ 18,000,000 PNC Capital Markets LLC $ 18,000,000 RBC Capital Markets, LLC $ 18,000,000 Santander US Capital Markets LLC $ 18,000,000 Scotia Capital (USA) Inc. $ 18,000,000 SG Americas Securities, LLC $ 18,000,000 SMBC Nikko Securities America, Inc. $ 18,000,000 TD Securities (USA) LLC $ 18,000,000 U.S. Bancorp Investments, Inc. $ 18,000,000 AmeriVet Securities, Inc. $ 13,500,000 Banco de Sabadell, S.A. $ 13,500,000 Xxxxxxxx Capital, LLC $ 13,500,000 Bank of China Limited London Branch $ 13,500,000 BNY Mellon Capital Markets, LLC $ 13,500,000 CIBC World Markets Corp. $ 13,500,000 Citizens JMP Securities, LLC $ 13,500,000 Commonwealth Bank of Australia $ 13,500,000 Xxxxxxxxxx Securities Inc. $ 13,500,000 Xxxxxx Xxxxxxxx, LLC $ 13,500,000 DZ Financial Markets LLC $ 13,500,000 Fifth Third Securities, Inc. $ 13,500,000 Huntington Securities, Inc. $ 13,500,000 Independence Point Securities LLC $ 13,500,000 KeyBanc Capital Markets Inc. $ 13,500,000 M&T Securities, Inc. $ 13,500,000 Macquarie Capital (USA) Inc. $ 13,500,000 MFR Securities, Inc. $ 13,500,000 Mizuho Securities USA LLC $ 13,500,000 nabSecurities, LLC $ 13,500,000 National Bank of Canada Financial Inc. $ 13,500,000 Nykredit Bank A/S $ 13,500,000 Oversea-Chinese Banking Corporation Limited $ 13,500,000 Rabo Securities USA, Inc. $ 13,500,000 RB International Markets (USA) LLC $ 13,500,000 Regions Securities LLC $ 13,500,000 Xxxxxxx & Xxxx, Inc. $ 13,500,000 Xxxxxx X. Xxxxxxx & Company, Inc. $ 13,500,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $ 13,500,000 Tigress Financial Partners LLC $ 13,500,000 Truist Securities, Inc. $ 13,500,000 Westpac Capital Markets LLC $ 13,500,000 Issuer: Citigroup Inc. Ratings*: [Omitted] Ranking: Subordinated. See “Subordination” below. Trade Date: January 16, 2025 Settlement Date: January 24, 2025 (T+5 days) Maturity: January 24, 2036 Par Amount: $3,000,000,000 Treasury Benchmark: 4.250% due November 15, 2034 Treasury Price: $97-10+ Treasury Yield: 4.590% Re-offer Spread to Benchmark: T10+143 bp Re-offer Yield: 6.020% Fixed Rate Coupon: 6.020% per annum, payable semiannually in arrears on each January 24 and July 24, beginning on July 24, 2025, from, and including, the Settlement Date to, but excluding, January 24, 2035 (the “fixed rate period”). Floating Rate Coupon: From, and including, January 24, 2035 (the “floating rate period”), an annual floating rate equal to SOFR (as defined in the Issuer’s base prospectus dated March 7, 2023 (the “Prospectus”) and compounding daily over each interest period as described in the Prospectus) plus 1.830%, payable quarterly in arrears, on the second business day following each interest period end date, beginning on April 26, 2035 and ending at Maturity or any earlier redemption date. An “interest period end date” means the 24th of each January, April, July and October, beginning on April 24, 2035 and ending at Maturity or any earlier redemption date. Public Offering Price: 100.000% Net Proceeds to Citigroup: $2,986,500,000 (before expenses) Day Count: 30/360 during the fixed rate period, Actual/360 during the floating rate period Business Day Convention: Following New York business day during the fixed rate period. Modified following New York business day and U.S. Government Securities Business Day during the floating rate period. Defeasance: Applicable. Provisions of Sections 11.02 and 11.03 of the Indenture apply Redemption at Issuer Option: We may redeem the subordinated notes, at our option, in whole at any time or in part from time to time, on or after January 28, 2030 (or if additional notes are issued after January 24, 2025, beginning 5 years and two business days after the issue date of such additional subordinated notes) and prior to January 24, 2035 at a redemption price equal to the greater of (i) the make-whole amount (as described in the Prospectus) and (ii) 100% of the principal amount of the subordinated notes being redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the date of redemption. The make-whole spread to be added to the Treasury Rate (as defined in the Prospectus) will equal 25 basis points. We may redeem the subordinated notes, at our option, (i) in whole, but not in part, on January 24, 2035, or (ii) in whole at any time or in part from time to time, on or after December 24, 2035 at a redemption price equal to the sum of 100% of the principal amount of the subordinated notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption. SOFR for each calendar day from, and including, the Rate Cut-Off Date to, but excluding, the redemption date will equal SOFR in respect of the Rate Cut-Off Date. Rate Cut-Off Date: The second U.S. Government Securities Business Day prior to a redemption date and Maturity. Redemption for Tax Purposes: We may redeem the subordinated notes, at our option, in whole at any time, but not in part at a redemption price equal to 100% of the principal amount of the subordinated notes plus accrued and unpaid interest thereon to, but excluding, the date of redemption, if, as a result of changes in U.S. tax law, withholding tax or information reporting requirements are imposed on payments on the subordinated notes to non-U.S. persons.
Appears in 1 contract
Samples: Terms Agreement (Citigroup Inc)
Singapore. Each Underwriter has acknowledged that The Prospectus Supplement and accompanying Prospectus relating to this prospectus supplement has offering have not been and will not be registered as a prospectus with the Monetary Authority of SingaporeSingapore under the Securities and Futures Act 2001 (the “SFA”). Accordingly, each Underwriter has represented, warranted and agreed that it has not offered or sold any Senior Notes Securities or caused the Senior Notes Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Senior Notes Securities or cause the Senior Notes 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, this prospectus supplement 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 Senior NotesSecurities, whether directly or indirectly, to any person persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to 275(1A), and in accordance with the conditions conditions, specified in Section 275 of the SFA. Singapore SFA Product Classification – In connection with Section 309B Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA and SFA, the CMP Regulations 2018, unless otherwise specified before an offer of Senior Notes, MetLife, Inc. Company has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) 309A of the SFA) that the Senior Notes Securities are “prescribed capital markets products” (as defined in the CMP Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). Certain of the Underwriters may not be U.S. registered broker-dealers and accordingly will not effect any sales within the United States except in compliance with applicable U.S. laws and regulations, including the rules of FINRA. Xxxxx Xxxx, Esq., Senior Vice President – Corporate Securities Issuance Legal of the Company, is counsel to the Company. Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP is special tax counsel to the Company and counsel to the Underwriters. Please accept this offer no later than 9:00 p.m. (Eastern Time) on February 25, 2025 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: “We hereby accept your offer, set forth in the Terms Agreement, dated February 25, 2025, 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/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director ACCEPTED: CITIGROUP INC. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Assistant Treasurer Citigroup Global Markets Inc. $ 1,568,250,000 Barclays Capital Inc. $ 15,750,000 BBVA Securities Inc. $ 15,750,000 BMO Capital Markets Corp. $ 15,750,000 Capital One Securities, Inc. $ 15,750,000 Danske Markets Inc. $ 15,750,000 DZ Financial Markets LLC $ 15,750,000 Great Pacific Securities $ 15,750,000 ING Financial Markets LLC $ 15,750,000 Lloyds Securities Inc. $ 15,750,000 Mizuho Securities USA LLC $ 15,750,000 MUFG Securities Americas Inc. $ 15,750,000 Natixis Securities Americas LLC $ 15,750,000 Nomura Securities International, Inc. $ 15,750,000 Nordea Bank Abp $ 15,750,000 PNC Capital Markets LLC $ 15,750,000 RBC Capital Markets, LLC $ 15,750,000 Santander US Capital Markets LLC $ 15,750,000 Scotia Capital (USA) Inc. $ 15,750,000 SG Americas Securities, LLC $ 15,750,000 SMBC Nikko Securities America, Inc. $ 15,750,000 Standard Chartered Bank $ 15,750,000 TD Securities (USA) LLC $ 15,750,000 Truist Securities, Inc. $ 15,750,000 U.S. Bancorp Investments, Inc. $ 15,750,000 ANZ Securities, Inc. $ 11,250,000 Banco de Sabadell, S.A. $ 11,250,000 BNY Mellon Capital Markets, LLC $ 11,250,000 CAVU Securities LLC $ 11,250,000 CIBC World Markets Corp. $ 11,250,000 Citizens JMP Securities, LLC $ 11,250,000 Commerz Markets LLC $ 11,250,000 Commonwealth Bank of Australia $ 11,250,000 DBS Bank Ltd. $ 11,250,000 Xxxxxxxxxx Securities Inc. $ 11,250,000 Fifth Third Securities, Inc. $ 11,250,000 Huntington Securities, Inc. $ 11,250,000 Independence Point Securities LLC $ 11,250,000 Intesa Sanpaolo IMI Securities Corp. $ 11,250,000 KeyBanc Capital Markets Inc. $ 11,250,000 M&T Securities, Inc. $ 11,250,000 Macquarie Capital (USA) Inc. $ 11,250,000 MFR Securities, Inc. $ 11,250,000 Xxxxxxxx Financial Group, Inc. $ 11,250,000 nabSecurities, LLC $ 11,250,000 National Bank of Canada Financial Inc. $ 11,250,000 NatWest Markets Securities Inc. $ 11,250,000 Nykredit Bank A/S $ 11,250,000 Rabo Securities USA, Inc. $ 11,250,000 RB International Markets (USA) LLC $ 11,250,000 Regions Securities LLC $ 11,250,000 Westpac Capital Markets LLC $ 11,250,000 4.786% FIXED RATE / FLOATING RATE CALLABLE SENIOR NOTES DUE 2029 Issuer: Citigroup Inc. Ratings*: [Omitted] Ranking: Senior Trade Date: February 25, 2025 Settlement Date: March 4, 2025 (T+5 days) Maturity: March 4, 2029 Par Amount: $2,250,000,000 Treasury Benchmark: 4.250% due February 15, 2028 Treasury Price: $100-14+ Treasury Yield: 4.086% Re-offer Spread to Benchmark: T3+70 bp Re-offer Yield: 4.786% Fixed Rate Coupon & Payment Dates: 4.786% per annum, payable semiannually in arrears on each March 4 and September 4, beginning on September 4, 2025, from, and including, the Settlement Date to, but excluding, March 4, 2028 (the “fixed rate period”). Following business day convention during the fixed rate period. Business days during fixed rate period New York.
Appears in 1 contract
Samples: Terms Agreement (Citigroup Inc)
Singapore. Each Underwriter underwriter has acknowledged that this the prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Underwriter underwriter has represented, warranted and agreed (1) that it has not offered or sold any Senior Notes notes (2) or caused the Senior Notes notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Senior Notes notes or cause the Senior Notes notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this the prospectus supplement or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Senior Notesnotes, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA. Singapore SFA Product Classification – In connection with Section 309B Classification—Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA and the CMP Regulations 2018SFA, unless otherwise specified before an offer of Senior Notes, MetLife, Inc. has we have determined, and hereby notifies notify all relevant persons (as defined in Section 309A(1) 309A of the SFA) ), that the Senior Notes notes are “prescribed capital markets products” (as defined in the CMP Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). Any issuance or placement of the notes must be in conformity with: (a) the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. 375 of 2017) and Regulation (EU) No. 600 of 2014, and any codes of conduct used in connection therewith and the provisions of the Investor Compensation Act 1998 (to the extent applicable); (b) the provisions of the Companies Act 2014 (as amended), the Irish Central Bank Acts 1942 to 2018 (as amended) and any codes of conduct rules made under Section 117(1) of the Central Bank Act 1989; (c) the provisions of the European Union (Prospectus) Regulations 2019 (S.I. 380 of 2019) (as amended) and any rules issued under Section 1363 of the Companies Act 2014 (as amended) by the Central Bank of Ireland; and (d) the provisions of the Market Abuse Regulation (EU 596/2014), the European Union (Market Abuse) Regulations 2016 (S.I. 349 of 2016) and any rules issued under Section 1370 of the Companies Act 2014 (as amended) by the Central Bank of Ireland.
Appears in 1 contract
Singapore. Each Underwriter has acknowledged that The Prospectus Supplement and accompanying Prospectus relating to this prospectus supplement has offering have not been and will not be registered as a prospectus with the Monetary Authority of SingaporeSingapore under the Securities and Futures Act 2001 (the “SFA”). Accordingly, each Underwriter has represented, warranted and agreed that it has not offered or sold any Senior Notes Securities or caused the Senior Notes Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Senior Notes Securities or cause the Senior Notes 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, this prospectus supplement 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 Senior NotesSecurities, whether directly or indirectly, to any person persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to 275(1A), and in accordance with the conditions conditions, specified in Section 275 of the SFA. Singapore SFA Product Classification – In connection with Section 309B Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA and SFA, the CMP Regulations 2018, unless otherwise specified before an offer of Senior Notes, MetLife, Inc. Company has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) 309A of the SFA) that the Senior Notes Securities are “prescribed capital markets products” (as defined in the CMP Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). Certain of the Underwriters may not be U.S. registered broker-dealers and accordingly will not effect any sales within the United States except in compliance with applicable U.S. laws and regulations, including the rules of the Financial Industry Regulatory Authority. Xxxxx Xxxx, Esq., Senior Vice President – Corporate Securities Issuance Legal of the Company, is counsel to the Company. Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP is special tax counsel to the Company and counsel to the Underwriters. Please accept this offer no later than 9:00 p.m. (Eastern Time) on June 4, 2024 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: “We hereby accept your offer, set forth in the Terms Agreement, dated June 4, 2024, 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/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director ACCEPTED: CITIGROUP INC. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Assistant Treasurer Citigroup Global Markets Inc. $ 1,753,750,000 BBVA Securities Inc. $ 16,250,000 BMO Capital Markets Corp. $ 16,250,000 Capital One Securities, Inc. $ 16,250,000 Commerz Markets LLC $ 16,250,000 Deutsche Bank Securities Inc. $ 16,250,000 MUFG Securities Americas Inc. $ 16,250,000 nabSecurities, LLC $ 16,250,000 Nomura Securities International, Inc. $ 16,250,000 PNC Capital Markets LLC $ 16,250,000 RBC Capital Markets, LLC $ 16,250,000 Xxxxxxx & Xxxx, Inc. $ 16,250,000 Santander US Capital Markets LLC $ 16,250,000 Scotia Capital (USA) Inc. $ 16,250,000 SG Americas Securities, LLC $ 16,250,000 SMBC Nikko Securities America, Inc. $ 16,250,000 Standard Chartered Bank $ 16,250,000 Swedbank AB (publ) $ 16,250,000 TD Securities (USA) LLC $ 16,250,000 U.S. Bancorp Investments, Inc. $ 16,250,000 Academy Securities, Inc. $ 12,500,000 AmeriVet Securities, Inc. $ 12,500,000 ANZ Securities, Inc. $ 12,500,000 BNY Mellon Capital Markets, LLC $ 12,500,000 CastleOak Securities, L.P. $ 12,500,000 China CITIC Bank International Limited $ 12,500,000 CIBC World Markets Corp. $ 12,500,000 Citizens JMP Securities, LLC $ 12,500,000 Commonwealth Bank of Australia $ 12,500,000 Xxxxxxxxxx Securities Inc. $ 12,500,000 DZ Financial Markets LLC $ 12,500,000 Fifth Third Securities, Inc. $ 12,500,000 Xxxxxx & Company $ 12,500,000 Huntington Securities, Inc. $ 12,500,000 Industrial and Commercial Bank of China Limited, Singapore Branch $ 12,500,000 ING Financial Markets LLC $ 12,500,000 Intesa Sanpaolo IMI Securities Corp. $ 12,500,000 KeyBanc Capital Markets Inc. $ 12,500,000 Lloyds Securities Inc. $ 12,500,000 Loop Capital Markets LLC $ 12,500,000 M&T Securities, Inc. $ 12,500,000 Macquarie Capital (USA) Inc. $ 12,500,000 Mizuho Securities USA LLC $ 12,500,000 Multi-Bank Securities, Inc. $ 12,500,000 National Bank of Canada Financial Inc. $ 12,500,000 Natixis Securities Americas LLC $ 12,500,000 RB International Markets (USA) LLC $ 12,500,000 Regions Securities LLC $ 12,500,000 SEB Securities, Inc. $ 12,500,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $ 12,500,000 Xxxxx Brothers & Co. $ 12,500,000 Truist Securities, Inc. $ 12,500,000 UBS Securities LLC $ 12,500,000 UniCredit Capital Markets LLC $ 12,500,000 Westpac Capital Markets LLC $ 12,500,000 Issuer: Citigroup Inc. Ratings*: [Omitted] Ranking: Senior Trade Date: June 4, 2024 Settlement Date: June 11, 2024 (T+5 days) Maturity: June 11, 2035 Par Amount: $2,500,000,000 Treasury Benchmark: 4.375% due May 15, 2034 Treasury Price: $100-13 Treasury Yield: 4.324% Re-offer Spread to Benchmark: T10+112.5 bp Re-offer Yield: 5.449% Fixed Rate Coupon & Payment Dates: 5.449% per annum, payable semiannually in arrears on each June 11 and December 11, beginning on December 11, 2024, from, and including, the Settlement Date to, but excluding, June 11, 2034 (the “fixed rate period”). Following business day convention during the fixed rate period. Business days during fixed rate period New York.
Appears in 1 contract
Samples: Terms Agreement (Citigroup Inc)
Singapore. Each Underwriter has acknowledged that The Prospectus Supplement and accompanying Prospectus relating to this prospectus supplement has offering have not been and will not be registered as a prospectus with the Monetary Authority of SingaporeSingapore under the Securities and Futures Act 2001 (the “SFA”). Accordingly, each Underwriter has represented, warranted and agreed that it has not offered or sold any Senior Notes Securities or caused the Senior Notes Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Senior Notes Securities or cause the Senior Notes 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, this prospectus supplement 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 Senior NotesSecurities, whether directly or indirectly, to any person persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to 275(1A), and in accordance with the conditions conditions, specified in Section 275 of the SFA. Singapore SFA Product Classification – In connection with Section 309B Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA and SFA, the CMP Regulations 2018, unless otherwise specified before an offer of Senior Notes, MetLife, Inc. Company has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) 309A of the SFA) that the Senior Notes Securities are “prescribed capital markets products” (as defined in the CMP Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). Certain of the Underwriters may not be U.S. registered broker-dealers and accordingly will not effect any sales within the United States except in compliance with applicable U.S. laws and regulations, including the rules of the Financial Industry Regulatory Authority. Oversea-Chinese Banking Corporation Limited (“OCBC”) is restricted in its securities dealings in the United States and will not underwrite, subscribe, agree to purchase or procure purchasers to purchase securities that are offered or sold in the United States. Accordingly, OCBC shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase securities that may be offered or sold by other underwriters in the United States. OCBC shall offer and sell the Securities constituting part of its allotment solely outside the United States. Xxxxx Xxxx, Esq., Senior Vice President – Corporate Securities Issuance Legal of the Company, is counsel to the Company. Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP is special tax counsel to the Company and counsel to the Underwriters. Please accept this offer no later than 9:00 p.m. (Eastern Time) on September 12, 2024 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: “We hereby accept your offer, set forth in the Terms Agreement, dated September 12, 2024, 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/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director ACCEPTED: CITIGROUP INC. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Assistant Treasurer Citigroup Global Markets Inc. $ 2,127,000,000 Banco de Sabadell, S.A. $ 21,000,000 Barclays Capital Inc. $ 21,000,000 BBVA Securities Inc. $ 21,000,000 BMO Capital Markets Corp. $ 21,000,000 Capital One Securities, Inc. $ 21,000,000 Commerz Markets LLC $ 21,000,000 Deutsche Bank Securities Inc. $ 21,000,000 MUFG Securities Americas Inc. $ 21,000,000 NatWest Markets Securities Inc. $ 21,000,000 Nomura Securities International, Inc. $ 21,000,000 PNC Capital Markets LLC $ 21,000,000 RB International Markets (USA) LLC $ 21,000,000 RBC Capital Markets, LLC $ 21,000,000 Xxxxxxx & Xxxx, Inc. $ 21,000,000 Scotia Capital (USA) Inc. $ 21,000,000 SMBC Nikko Securities America, Inc. $ 21,000,000 TD Securities (USA) LLC $ 21,000,000 U.S. Bancorp Investments, Inc. $ 21,000,000 American Veterans Group, PBC $ 15,000,000 ANZ Securities, Inc. $ 15,000,000 Bank of China Limited, Singapore Branch $ 15,000,000 BNY Mellon Capital Markets, LLC $ 15,000,000 Xxxxxxx Capital Markets LLC $ 15,000,000 CIBC World Markets Corp. $ 15,000,000 Citizens JMP Securities, LLC $ 15,000,000 Commonwealth Bank of Australia $ 15,000,000 DBS Bank Ltd. $ 15,000,000 Xxxxxxxxxx Securities Inc. $ 15,000,000 Xxxxxx Xxxxxxxx, LLC $ 15,000,000 Fifth Third Securities, Inc. $ 15,000,000 Huntington Securities, Inc. $ 15,000,000 Independence Point Securities LLC $ 15,000,000 Intesa Sanpaolo IMI Securities Corp. $ 15,000,000 KeyBanc Capital Markets Inc. $ 15,000,000 Loop Capital Markets LLC $ 15,000,000 M&T Securities, Inc. $ 15,000,000 Macquarie Capital (USA) Inc. $ 15,000,000 Xxxxxxxx Financial Group, Inc. $ 15,000,000 Mizuho Securities USA LLC $ 15,000,000 nabSecurities, LLC $ 15,000,000 National Bank of Canada Financial Inc. $ 15,000,000 Natixis Securities Americas LLC $ 15,000,000 Oversea-Chinese Banking Corporation Limited $ 15,000,000 Penserra Securities LLC $ 15,000,000 Regions Securities LLC $ 15,000,000 Security Capital Brokerage, Inc. $ 15,000,000 SG Americas Securities, LLC $ 15,000,000 Truist Securities, Inc. $ 15,000,000 UBS Securities LLC $ 15,000,000 UniCredit Capital Markets LLC $ 15,000,000 Westpac Capital Markets LLC $ 15,000,000 Issuer: Citigroup Inc. Ratings*: [Omitted] Ranking: Senior Trade Date: September 12, 2024 Settlement Date: September 19, 2024 (T+5 days) Maturity: September 19, 2030 Par Amount: $3,000,000,000 Treasury Benchmark: 3.625% due August 31, 2029 Treasury Price: $100-23+ Treasury Yield: 3.462% Re-offer Spread to Benchmark: T5+108 bp Re-offer Yield: 4.542% Fixed Rate Coupon & Payment Dates: 4.542% per annum, payable semiannually in arrears on each March 19 and September 19, beginning on March 19, 2025, from, and including, the Settlement Date to, but excluding, September 19, 2029 (the “fixed rate period”). Following business day convention during the fixed rate period. Business days during fixed rate period New York.
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Samples: Terms Agreement (Citigroup Inc)