Exhibit 1.01
TERMS AGREEMENT
January 30, 2004
Citigroup Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Treasurer
Ladies and Gentlemen:
We understand that Citigroup Inc., a Delaware corporation (the
"Company"), proposes to issue and sell E1,350,000,000 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 Limited, Barclays Bank PLC, UBS Limited, BNP Paribas, WestLB AG, ABN
AMRO Bank N.V., BCP Investimento - Banco Comercial Portugues de Investimento, SA
and Natexis Banques Populaires, 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
99.366% of the principal amount thereof, plus accrued interest, if any from the
date of issuance. The Closing Date shall be February 10, 2004, at 8:30 A.M. New
York City Time. 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: ....................... 4.75% Fixed Rate /Floating Rate Subordinated Notes
due 2019
Maturity: .................... February 10, 2019
Redemption Dates: ............ February 10, 2014 and any Interest Payment Date
thereafter
Interest Rate: ............... From the Closing Date to but excluding the first
Redemption Date: 4.75% per annum
From the first Redemption Date to Maturity (unless
otherwise redeemed): Three-month EURIBOR plus
1.40%
Interest Payment Dates: ...... From the Closing Date to but excluding the first
Redemption Date: Annually on February 10,
commencing February 10, 2005
From the first Redemption Date to Maturity (unless
otherwise redeemed): Quarterly on the 10th of
February, May, August and November, commencing May
10, 2014
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Initial Price to Public: ..... 99.766% of the principal amount thereof, plus
accrued interest, if any, from February 10, 2004
Redemption Provisions: ....... The Securities are redeemable, in whole and not in
part, by the Company on the first Redemption Date
and on any Interest Payment Date thereafter, and at
any time upon the occurrence of certain events
involving United States taxation, as set forth in
the Prospectus Supplement, dated January 30, 2004,
to the Prospectus, dated July 23, 2003.
Record Date: ................. From the Closing Date to but excluding the first
Redemption Date: The January 31 preceding each
Interest Payment Date
From the first Redemption Date to Maturity (unless
otherwise redeemed): The business day 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"), Euroclear Bank
S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream
International ("Clearstream") 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 DTC, Euroclear and Clearstream 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; however, when beneficial
interests in the Securities are held through DTC, all payments in respect of
such Securities will be made in United States dollars, unless the holder of such
beneficial interest elects payment in Euros as described in the Prospectus
Supplement. 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.;
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(b) in the thirteenth line of the first paragraph, delete " March
15, 1987, between Primerica Corporation, a New Jersey corporation formerly
known as American Can Company ("old Primerica"), and The Bank of New York,
as trustee (such trustee or such other trustee as may be named for the
Securities, being hereinafter referred to as the "Trustee"), as amended by
the First Supplemental Indenture dated as of December 15, 1988, among old
Primerica, Primerica Holdings, Inc., a Delaware corporation ("Holdings")
and the Trustee, the Second Supplemental Indenture dated as of January 31,
1991 between Holdings and the Trustee, and the Third Supplemental Indenture
dated as of December 9, 1992 among the "Company, Holdings and the Trustee"
and insert in lieu thereof "April 12, 2001, between Citigroup Inc., a
Delaware corporation, and Bank One Trust Company, N.A., as trustee (such
trustee or such other trustee as may be named for the Securities, being
hereinafter referred to as the "Trustee")";
(c) in the second line of Section 2(a), delete "(33-55542),
including a prospectus" and insert in lieu thereof "(333-106598), 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;
(d) 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";
(e) 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";
(f) in the fourteenth line of the third paragraph of Section 3,
delete the word "definitive" and insert in lieu thereof "global";
(g) 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";
(h) 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
(i) 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 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 adopted and is implemented in Luxembourg in a manner that
would require the Company to publish financial information according to
accounting principles and/or standards that are materially different from
United States generally accepted accounting principles,
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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 Company further agrees and hereby represents that it has been
informed of the guidance relating to stabilization provided by the Financial
Services Authority, in particular in the section MAR 2 Annex 2G of the Financial
Services Handbook, and has not taken or omitted to take any action and will not
take any action or omit to take any action (such as issuing any press release
relating to any Securities without the Stabilization/FSA legend) which may
result in the loss by any of the Underwriters of the ability to rely on any
stabilization safe harbor provided by the Financial Services Authority under the
Financial Services and Markets Xxx 0000.
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
Securities, 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
which have not resulted and will not result in an offer to the public in
the United Kingdom for purposes of the Public Offers of Securities
Regulations 1995;
(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 Securities in
circumstances in which Section 21(1) of FSMA does not apply the Company;
(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
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(Wertpapier-Verkaufsprospektgesetz). In particular, each Underwriter
represents that it has undertaken not to engage in a 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, 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;
(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), and unless permitted to do so under the securities laws of Hong
Kong, no person has issued or had in its possession for the purposes of
issue, and will not issue or have in its possession for the purpose of
issue, any advertisement, document or invitation relating to the Securities
other than with respect to the Securities to be disposed of to persons
outside Hong Kong or only to persons whose business involves the
acquisition, disposal or holding of securities, whether as principal or
agent; and
(h) it acknowledges that the Securities may not be offered, sold,
transferred or delivered in or from The Netherlands as part of their
initial distribution or at any time thereafter directly or indirectly,
other than to individuals or legal entities (which include, but are not
limited to, banks, brokers, dealers or finance companies which are subject
to adequate supervision), institutional investors, insurance companies,
pension funds, central governments and large public international
organizations and large undertakings (through their treasury department)
which are listed on a sufficiently regulated stock exchange, who or which
regularly trade or invest in securities in the conduct of a business or a
profession for their own account, all within the meaning of the Securities
Transactions Supervision Xxx 0000 (Wet Toezicht Effectenverkeer 1995).
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.
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Xxxx X. Xxx, Esq., General Counsel -- 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. Cleary, Gottlieb, Xxxxx & Xxxxxxxx is counsel
to the Underwriters.
Please accept this offer no later than 9:00 p.m. Eastern Time on
January 30, 2004 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
January 30, 2004, to purchase the Securities on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS LIMITED,
on behalf of the Underwriters listed in
Annex A hereto
By: CITIGROUP GLOBAL MARKETS LIMITED
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: Duly Authorised Attorney
ACCEPTED:
CITIGROUP INC.
By: /s/ Xxxx Xxxxxxx
-----------------------------
Name: Xxxx Xxxxxxx
Title: Assistant Treasurer
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ANNEX A
NAME OF UNDERWRITER PRINCIPAL AMOUNT OF SECURITIES
----------------------------------------------- ------------------------------
Citigroup Global Markets Limited E1,134,000,000
Barclays Bank PLC 54,000,000
UBS Limited 54,000,000
BNP Paribas 33,750,000
WestLB AG 33,750,000
ABN AMRO Bank N.V. 13,500,000
BCP Investimento - Banco Comercial Portugues de 13,500,000
Investimento, SA
Natexis Banques Populaires 13,500,000
--------------
TOTAL E1,350,000,000
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