Exhibit 1.01
TERMS AGREEMENT
November 7, 2002
Citigroup Inc.
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 (euro)1,750,000,000 aggregate principal amount of its
debt securities (the "Securities"). Subject to the terms and conditions set
forth herein or incorporated by reference herein, we, 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 99.695% of the principal amount thereof, plus
accrued interest, if any from November 14, 2002. The Closing Date shall be
November 14, 2002, at 8:30 A.M. New York City Time at the Corporate Law offices
of Citigroup Inc. located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The Securities shall have the following terms:
Title: ................................ 4.625% Notes due 2007.
Maturity: ............................. November 14, 2007.
Interest Rate: ........................ 4.625% per annum.
Interest Payment Dates: ............... November 14 of each year, commencing
November 14, 2003.
Initial Price to Public: .............. 99.945% of the principal amount
thereof, plus accrued interest, if
any, from November 14, 2002.
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
Supplement, dated November 7, 2002,
to the Prospectus, dated March 30,
2001.
Record Date: .......................... The October 31st 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"), the Euroclear
System and Clearstream International, or their respective nominees, as described
in the Prospectus Supplement relating to the Securities. Beneficial interests in
the Securities will be shown on, and transfers thereof will be effected only
through, records maintained by such entities 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 Supplement. Principal and interest on the Securities
shall be payable in Euros, provided however, that, as described in the
Prospectus Supplement, when interests in the Securities are held through DTC,
all payments in respect of such DTC Securities will be made in U.S. dollars,
unless the holder of a beneficial interest in the DTC Securities elects to
receive payment in Euros. The provisions of Sections 11.03 and 11.04 of the
Indenture relating to defeasance shall apply to the Securities.
All the provisions contained in the document entitled "Primerica
Corporation -- Debt Securities -- Underwriting Agreement -- Basic Provisions"
and dated January 12, 1993 (the "Basic Provisions"), a copy of which you have
previously received, are, except as indicated below, 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.
Basic Provisions varied with respect to this Terms Agreement:
(a) all references to Primerica Corporation shall refer to Citigroup
Inc.;
(b) in the second line of Section 2(a), delete "(33-55542),
including a prospectus" and insert in lieu thereof "(333-57364), including
a prospectus" and any reference in the Basic Provisions to the
"Registration Statement" shall be deemed to be a reference to such
registration statement on Form S-3;
(c) in the third paragraph of Section 3, delete the phrase
"certified or official bank check or checks in New York Clearing House
(next day)" and insert in lieu thereof "wire transfer of federal or other
same day";
(d) in the fifth paragraph of Section 3, delete the phrase
"certified or official bank check in New York Clearing House (next day)"
and insert in lieu thereof "wire transfer of federal or other same day";
(e) in the fourteenth line of the third paragraph of Section 3,
delete the word "definitive" and insert in lieu thereof "global";
(f) in the ninth line of Section 6(a), delete "such registration
statement when it became effective, or in the Registration Statement," and
insert in lieu thereof "the Registration Statement";
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(g) in the eighth line of Section 6(b), delete "in any part of such
registration statement when it became effective, or in the Registration
Statement," and insert in lieu thereof "the Registration Statement"; and
(h) in the sixth line of Section 10, delete "65 Xxxx 00xx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000," and insert in lieu thereof "399 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000."
The Company agrees to use its best efforts to have the Securities approved
for listing on the Luxembourg Stock Exchange.
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 Conduct Rules of the National Association of Securities
Dealers, Inc.
Each Underwriter further agrees and hereby represents that:
(a) it has not offered or sold, and, prior to the expiration of the
period of six months from the Closing Date for the issuance of the notes,
will not offer or sell any Securities to persons in the United Kingdom,
except to those persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments, as principal or
agent, for the purposes of their businesses or otherwise in circumstances
that do not constitute an offer to the public in the United Kingdom for
purposes of the Public Offers of Securities Regulations 1995, as amended
(the "Regulations");
(b) it has complied and will comply with all applicable provisions
of the Financial Services and Markets Xxx 0000 ("FSMA") with respect to
anything done by it in relation to the Securities in, from or otherwise
involving the United Kingdom;
(c) it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning of Section
21 of FSMA) received by it in connection with the issue or sale of the
notes in circumstances in which Section 21(1) of FSMA does not apply to
Citigroup;
(d) it will not offer or sell any Securities directly or indirectly
in Japan or to, or for the benefit of, any Japanese person or to others,
for re-offering or re-sale directly or indirectly in Japan or to any
Japanese person except under circumstances which will result in compliance
with all applicable laws, regulations and guidelines promulgated by the
relevant governmental and regulatory authorities in effect at the relevant
time. For purposes of this paragraph, "Japanese person" means any person
resident in Japan, including any corporation or other entity organized
under the laws of Japan;
(e) it is aware of the fact that no German selling prospectus
(Verkaufsprospekt) has been or will be published in respect of the sale of
the Securities and that it will comply with the Securities Selling
Prospectus Act (the "SSPA") of the Federal Republic of Germany
(Wertpapier-Verkaufsprospektgesetz). In particular, each underwriter has
undertaken not to engage in public offering (offentliche Anbieten) in the
Federal Republic of Germany with respect to any Securities otherwise than
in accordance with the SSPA and any other act replacing or supplementing
the SSPA and all the other applicable laws and regulations;
(f) the Securities are being issued and sold outside the Republic of
France and that, in connection with their initial distribution, it has not
offered or sold and will not offer or sell,
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directly or indirectly, any Securities to the public in the Republic of
France, and that it has not distributed and will not distribute or cause
to be distributed to the public in the Republic of France the Prospectus
Supplement, the Prospectus or any other offering material relating to the
Securities; and
(g) it and each of its affiliates has not offered or sold, and it
will not offer or sell, the Securities by means of any document to persons
in Hong Kong other than persons whose ordinary business it is to buy or
sell shares or debentures, whether as principal or agent, or otherwise in
circumstances which do not constitute an offer to the public within the
meaning of the Hong Kong Companies Ordinance (Chapter 32 of the Laws of
Hong Kong).
In addition to the legal opinions required by Sections 5(c) and 5(d) 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 Supplement under the heading "United States Federal
Income Tax Considerations" does not purport to discuss all possible United
States federal income tax consequences of the purchase, ownership and
disposition of the Securities to 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 holders of the Securities.
Xxxx X. Xxx, Esq., Associate General Counsel of the Company, is counsel to
the Company. Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP is special U.S. tax
counsel to the Company. Xxxxx Xxxxxxxxxx LLP is counsel to the Underwriters.
Please accept this offer no later than 9:00 p.m. Eastern Time on November
7, 2002 by signing a copy of this Terms Agreement in the space set forth below
and returning the signed copy to us, or by sending us a written acceptance in
the following form:
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"We hereby accept your offer, set forth in the Terms Agreement, dated
November 7, 2002, to purchase the Securities on the terms set forth therein."
Very truly yours,
SALOMON BROTHERS INTERNATIONAL LIMITED
WESTLB AG, LONDON BRANCH
BARCLAYS BANK PLC
BNP PARIBAS
CDC IXIS CAPITAL MARKETS
BANK BRUSSELS XXXXXXX X.X.
UBS AG, ACTING THROUGH ITS BUSINESS
GROUP UBS WARBURG
By: SALOMON BROTHERS INTERNATIONAL
LIMITED
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: Duly Authorised Attorney
ACCEPTED:
CITIGROUP INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Treasurer
ANNEX A
NAME OF UNDERWRITER PRINCIPAL AMOUNT OF 2007 NOTES
------------------- ------------------------------
Salomon Brothers International Limited E1,400,000,000
WestLB AG, London Branch 87,500,000
Barclays Bank PLC 52,500,000
BNP Paribas 52,500,000
CDC IXIS Capital Markets 52,500,000
Bank Brussels Xxxxxxx X.X. 52,500,000
UBS AG, acting through its business group 52,500,000
UBS Warburg
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TOTAL E1,750,000,000
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