PRICING AGREEMENT
Exhibit 1.02
June 8, 2011
Attention: Assistant Treasurer
Ladies and Gentlemen:
We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to
remarket US$1,875,000,000 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. (the “Representative”), Deutsche Bank
Securities Inc., Xxxxxxx, Xxxxx & Co., Nomura Securities International, Inc., UBS Securities LLC,
Xxxxx Fargo Securities, LLC, Banca IMI S.p.A., Xxxxxx Xxxxxxxx, LLC, Lebenthal & Co., LLC, Lloyds
Securities Inc., Loop Capital Markets LLC, Xxxxxx Xxxxxxx & Co., Inc., Raiffeisen Bank
International AG, RBC Capital Markets, LLC, Xxxxxx X. Xxxxxxx & Company, Inc., SG Americas
Securities, LLC, TD Securities (USA) LLC, and The Xxxxxxxx Capital Group, L.P. as remarketing
agents (the “Remarketing Agents”), offer to remarket, 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 101.7134% of the principal amount thereof, plus accrued interest, if any, from
the date of issuance. The Remarketing Settlement Date shall be June 15, 2011, at 9:30 a.m. (Eastern
Time). The closing shall take place at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP located
at Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The Securities shall have the following terms:
Title:
|
3.953% Notes Due 2016 | |
Maturity:
|
June 15, 2016 | |
Interest Rate:
|
3.953% per annum | |
Interest Payment Dates:
|
Semi-annually on the 15th day of each June and December and at maturity, commencing December 15, 2011 | |
Initial Price to Public:
|
102.0384% of the principal amount thereof, plus accrued interest, if any, from June 15, 2011 | |
Redemption Provisions:
|
The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of a Tax Event, as set forth in the |
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| Prospectus Supplement dated June 8, 2011 | ||
Record Date:
|
The Business Day next preceding each Interest Payment Date |
|
Additional Terms: |
All the provisions contained in the document entitled “Citigroup Inc.— 6.935% Junior
Subordinated Deferrable Interest Debentures due September 15, 2042 — Remarketing Agreement” and
dated as of April 27, 2011 (the “Remarketing Agreement”), 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 Pricing Agreement to the same extent as if the Remarketing Agreement had been set forth in
full herein, except for
| • | Section 2(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 Remarketed Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, have 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 Remarketed Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Remarketed 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. 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.”; and |
| • | the following definitions in Section 21 which, in the case of the definition of “Base Prospectus,” is hereby inserted between the definition of “Act” and the definition of “Business Day” and each of which, in all other cases, is hereby deleted in its entirety and replaced with the following: | ||
| “Base Prospectus” shall mean the base prospectus referred to in paragraph 2(a) above dated May 12, 2011 and filed with the Commission pursuant to Rule 424(b) prior to the Execution Time. | |||
| “Disclosure Package” shall mean (i) the Base Prospectus, as amended and supplemented to the Execution Time, (ii) the Preliminary Prospectus, if any, used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectus, if any, attached as an exhibit to the Pricing Agreement, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. | |||
| “Final Prospectus” shall mean the prospectus supplement relating to the Remarketed Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. |
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| “Preliminary Prospectus” shall mean any preliminary prospectus supplement relating to the Remarketed Securities which is used prior to filing the Final Prospectus, together with the Base Prospectus. |
Terms defined in the Remarketing Agreement are used herein as therein defined. The term
“Execution Time” means 4:00 p.m. on June 8, 2011, and the “Remarketing Agents Fee” equals $3.25
per $1,000 principal amount of the Security, $6,093,750.00 total fee.
We, as Representative of the Remarketing Agents named in Annex A hereto, hereby request
that the Company apply for the listing of the Securities on the regulated market of the
Luxembourg Stock Exchange, as contemplated by Section 4(h) of the Remarketing Agreement.
Xxxxxxx X. Xxxxxxx, Esq., Associate General Counsel-Capital Markets of the Company, is counsel
to the Company. Xxxxxxxx & Xxxxxxxx LLP has acted as special tax counsel to the Company in
connection with matters related to the remarketing of the Securities. Xxxxxx Xxxxxxxx Xxxxx &
Xxxxxxxx LLP is counsel to the Remarketing Agents.
Please accept this offer no later than 9:00 p.m. (Eastern Time) on June 8, 2011 by signing a
copy of this Pricing 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 Pricing Agreement, dated June 8, 2011, to
remarket the Securities on the terms set forth therein.”
| Very truly yours, CITIGROUP GLOBAL MARKETS INC., as Representative of the Remarketing Agents named in Annex A hereto |
||||
| By: | /s/ Xxxx X. XxXxxxxxx | |||
| Name: | Xxxx X. XxXxxxxxx, Xx. | |||
| Title: | Managing Director | |||
| ACCEPTED: | ||||
| CITIGROUP INC. | ||||
By:
|
/s/ Xxxxxxx X. Xxxxxxxxx
|
|||
| Title: Assistant Treasurer | ||||
| THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Stock Purchase Contract Agent |
||||
By:
|
/s/ Xxxxxxx X. Xxxxx | |||
| Name Xxxxxxx X. Xxxxx | ||||
| Title: Vice President | ||||
ANNEX A
| Name of Remarketing Agent | Principal Amount of Securities | |||
Citigroup Global Markets Inc. |
$ | 1,495,312,500 | ||
Deutsche Bank Securities Inc. |
$ | 42,187,500 | ||
Xxxxxxx, Xxxxx & Co. |
$ | 42,187,500 | ||
Nomura Securities International, Inc. |
$ | 42,187,500 | ||
UBS Securities LLC |
$ | 42,187,500 | ||
Xxxxx Fargo Securities, LLC |
$ | 42,187,500 | ||
Banca IMI S.p.A. |
$ | 14,062,500 | ||
Xxxxxx Xxxxxxxx, LLC |
$ | 14,062,500 | ||
Lebenthal & Co., LLC |
$ | 14,062,500 | ||
Lloyds Securities Inc. |
$ | 14,062,500 | ||
Loop Capital Markets LLC |
$ | 14,062,500 | ||
Xxxxxx Xxxxxxx & Co., Inc. |
$ | 14,062,500 | ||
Raiffeisen Bank International AG |
$ | 14,062,500 | ||
RBC Capital Markets, LLC |
$ | 14,062,500 | ||
Xxxxxx X. Xxxxxxx & Company, Inc. |
$ | 14,062,500 | ||
SG Americas Securities, LLC |
$ | 14,062,500 | ||
TD Securities (USA) LLC |
$ | 14,062,500 | ||
The Xxxxxxxx Capital Group, L.P. |
$ | 14,062,500 | ||
Total |
$ | 1,875,000,000 | ||
ANNEX B
FINAL TERM SHEET
US$1,875,000,000
|
Filed pursuant to rule 433 | |
3.953% Notes due 2016
|
File No. 333-172562 |
Terms and Conditions: |
||
Issuer:
|
Citigroup Inc. | |
Ratings:
|
A3 (negative watch)/A (negative outlook)/A+ (negative outlook) (Xxxxx’x / S&P / Fitch) | |
Ranking:
|
Senior | |
Trade Date:
|
June 8, 2011 | |
Settlement Date:
|
June 15, 2010 (T+5 days) | |
Maturity:
|
June 15, 2016 | |
Par Amount:
|
U.S. $1,875,000,000 | |
Semi-Annual Coupon:
|
3.953% per annum | |
Re-offer Spread to Benchmark:
|
T5 +200 basis points | |
Re-offer Yield:
|
3.505% per annum | |
Public Offering Price:
|
102.0384% | |
Net Proceeds to Citigroup:
|
$1,907,126,250 (before expenses). | |
Interest Payment Dates:
|
The 15th day of each June and December and at maturity, commencing December 15, 2011. Following business day convention; provided that if such business day is in the next succeeding calendar year, then such interest payment will be made on the immediately preceding business day. | |
Day Count:
|
30/360. | |
Defeasance:
|
Applicable. Provisions of Article IV of the Indenture apply. | |
Redemption upon a Tax Event:
|
Citigroup may redeem the notes, in whole but not in part, at any time after the occurrence of a Tax Event at a price equal to 100% of the principal amount plus accrued and unpaid interest to the redemption date. | |
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 | |
Book Manager:
|
Citigroup Global Markets Inc. |
US$1,875,000,000
|
Filed pursuant to rule 433 | |
3.953% Notes due 2016
|
File No. 333-172562 |
Senior Co-Managers:
|
Deutsche Bank Securities Inc. | |
| Xxxxxxx, Xxxxx & Co. | ||
| Nomura Securities International, Inc. | ||
| UBS Securities LLC | ||
| Xxxxx Fargo Securities, LLC | ||
Junior Co-Managers:
|
Banca IMI S.p.A. | |
| Xxxxxx Xxxxxxxx, LLC | ||
| Lebenthal & Co, LLC | ||
| Lloyds Securities Inc. | ||
| Loop Capital Markets LLC | ||
| Xxxxxx Xxxxxxx & Co., Inc. | ||
| Raiffeisen Bank International AG | ||
| RBC Capital Markets Corporation | ||
| Xxxxxx X. Xxxxxxx & Company, Inc. | ||
| SG Americas Securities, LLC | ||
| TD Securities (USA) LLC. | ||
| The Xxxxxxxx Capital Group, L.P. | ||
CUSIP:
|
172967 FS 5 | |
ISIN:
|
US172967FS50 |
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 XXXXX on the SEC Web site at xxx.xxx.xxx. The file
number for Citigroup’s registration statement is No. 333-172562. Alternatively, you can request the
prospectus by calling toll-free in the United States 1-877-858-5407.
