TERMS AGREEMENT
May
5,
2008
000
Xxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention: Assistant
Treasurer
Ladies
and Gentlemen:
We
understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes
to issue and sell US$3,000,000,000 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., Xxxxxxx, Xxxxx & Co., Xxxxxx Brothers Inc.,
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Barclays Capital Inc.,
Banc of America Securities LLC, Greenwich Capital Markets, Inc., nabCapital
Securities, LLC, Xxxxxxxxx Capital Partners, LLC, and The Xxxxxxxx Capital
Group, L.P., 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 99.220% of the
principal amount thereof, plus accrued interest, if any, from the date of
issuance. The
Closing Date shall be May 12, 2008,
at 8:30
A.M. The closing shall take place at the Corporate Law offices of the Company
located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The
Securities shall have the following terms:
|
Title:
|
6.125%
Senior Notes
Due 2018
|
|
Maturity:
|
May
15, 2018
|
|
Interest
Rate:
|
6.125%
per annum
|
|
Interest
Payment Dates:
|
Semi-annually
on the 15th day of each May and November, commencing
November 15,
2008
|
|
Initial
Price to Public:
|
99.645%
of the principal amount thereof, plus accrued interest, if any, from
May
12, 2008
|
|
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 March 2, 2006
|
|
Record
Date:
|
The
May 1st
and November 1st
preceding each Interest Payment
Date
|
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. Terms defined in the Basic Provisions are used herein
as
therein defined.
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 Supplement) 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 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 Company’s 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
2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory
Authority.
Selling
Restrictions:
European
Economic Area
The
Underwriters represent and agree 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:
(a) to
legal
entities which are authorized or regulated to operate in the financial markets
or, if not so authorized or regulated, whose corporate purpose is solely to
invest in securities;
(b) to
any
legal entity which has two or more of (1) an average of at least 250 employees
during the last financial year; (2) a total balance sheet of more than
€43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in
its last annual or consolidated accounts;
(c) to
fewer
than 100 natural or legal persons (other than qualified investors as defined
in
the Prospectus Directive) subject to obtaining the prior consent of Citigroup
Global Markets Inc. for any such offer; or
(d) in
any
other circumstances that do not require the publication of a prospectus pursuant
to Article 3 of 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 includes any relevant
implementing measure in each Relevant Member State.
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 Xxx 0000 (Financial Promotion) 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 d’investisseurs),
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 Securities and
Exchange Law of Japan. The Underwriters 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 or to, or for the account or benefit of, any resident
for reoffering or resale, directly or indirectly, in Japan or to, or for the
account or benefit of, any resident of Japan except (i) pursuant to an exemption
from the registration requirements of, or otherwise in compliance with, the
Securities and Exchange Law of Japan and (ii) in compliance with the other
relevant laws and regulations 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.
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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, Xxxxxxx & Xxxx LLP, special U.S. tax 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.
Xxxxxxx
X. Xxxxxxx, Esq., General Counsel, Finance and Capital Markets of the Company,
is counsel to the Company. Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP is
special U.S. tax counsel to the Company. Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx
LLP is counsel to the Underwriters.
Please
accept this offer no later than 9:00 p.m. (Eastern Time) on May 5, 2008 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 May 5, 2008,
to purchase the Securities on the terms set forth therein.”
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Very
truly yours,
|
|
CITIGROUP
GLOBAL MARKETS INC.,
|
|
on
behalf of the Underwriters named herein
|
|
|
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By:
/s/ Xxxx X. XxXxxxxxx,
Xx.
|
|
Xxxx
X. XxXxxxxxx, Xx.
|
|
Managing
Director
|
ACCEPTED:
By:
/s/
Xxxxxxx X. Xxxxxxxxx
Xxxxxxx
X. Xxxxxxxxx
Assistant
Treasurer
ANNEX
A
| Name of Underwriter |
Principal
Amount of
Securities
|
|||
|
Citigroup
Global Markets Inc.
|
$ | 2,520,000,000 | ||
|
Deutsche
Bank Securities Inc.
Xxxxxxx,
Sachs & Co.
Xxxxxx
Brothers Inc.
Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Barclays
Capital Inc.
Banc
of America Securities LLC
Greenwich
Capital Markets, Inc.
nabCapital
Securities, LLC
Xxxxxxxxx
Capital Partners, LLC
The
Xxxxxxxx Capital Group, L.P.
|
75,000,000
75,000,000
75,000,000
75,000,000
30,000,000
30,000,000
30,000,000
30,000,000
30,000,000
30,000,000
|
|||
|
Total
|
$
|
3,000,000,000
|
||
