PRICING AGREEMENT
June
9, 2010
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 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., Deutsche Bank Securities Inc.,
Xxxxxxx, Xxxxx & Co., RBS Securities Inc., UBS Securities LLC, Aladdin
Capital LLC, Barclays Capital Inc., Xxxxxxx Capital Markets, LLC, CastleOak
Securities, L.P., KeyBanc Capital Markets Inc., Lloyds TSB Bank plc, MFR
Securities Inc., X.X. Xxxx & Company, RBC Capital Markets Corporation, TD
Securities (USA) LLC, and UniCredit Capital Markets, Inc., 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 101.4895% of the principal amount thereof, plus
accrued interest, if any, from the date of issuance. The Remarketing
Settlement Date shall be June 15, 2010, 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:
|
6.000%
Notes Due 2013
|
|
Maturity:
|
December
13, 2013
|
|
Interest
Rate:
|
6.000%
per annum
|
|
Interest
Payment Dates:
|
Semi-annually
on the 15th
day of each June and December and at maturity, commencing December 15,
2010
|
|
Initial
Price to Public:
|
101.7895%
of the principal amount thereof, plus accrued interest, if any, from June
15, 2010
|
|
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 Prospectus dated
June 9, 2010
|
1
|
Record
Date:
|
The
Business Day next preceding each Interest Payment
Date
|
Additional
Terms:
All the
provisions contained in the document entitled “Citigroup Inc.— 6.455% Junior
Subordinated Deferrable Interest Debentures due September 15, 2041 — Remarketing
Agreement” and dated as of April 27, 2010 (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. Terms defined in the Remarketing Agreement are used herein as
therein defined. The term "Execution Time" means 5:18 p.m. on June 9,
2010, and the "Remarketing Agents Fee" equals $3.00 per $1,000 principal amount
of the Security, $5,625,000.00 total fee.
We, on
behalf of the Remarketing Agents named herein, 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 9, 2010 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:
2
“We
hereby accept your offer, set forth in the Pricing Agreement, dated June 9,
2010, to remarket the Securities on the terms set forth
therein.”
|
Very
truly yours,
|
|
|
CITIGROUP
GLOBAL MARKETS INC.,
|
|
|
on
behalf of the Remarketing Agents named herein
|
|
|
By:
|
/s/ Xxxx X.
XxXxxxxxx, Xx.
|
|
Name: Xxxx
X. XxXxxxxxx, Xx.
|
|
|
Title: Managing
Director
|
|
ACCEPTED:
|
By:
|
/s/ Xxxxxxx X.
Xxxxxxxxx
|
|
Name: 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: Senior
Associate
|
|
ANNEX
A
|
Name of Remarketing Agent
|
Principal Amount of Securities
|
|||
|
Citigroup
Global Markets Inc.
|
$ | 1,603,125,000 | ||
|
Deutsche
Bank Securities Inc.
|
$ | 42,187,500 | ||
|
Xxxxxxx,
Xxxxx & Co.
|
$ | 42,187,500 | ||
|
RBS
Securities Inc.
|
$ | 42,187,500 | ||
|
UBS
Securities LLC
|
$ | 42,187,500 | ||
|
Aladdin
Capital LLC
|
$ | 9,375,000 | ||
|
Barclays
Capital Inc.
|
$ | 9,375,000 | ||
|
Xxxxxxx
Capital Markets, LLC
|
$ | 9,375,000 | ||
|
CastleOak
Securities, L.P.
|
$ | 9,375,000 | ||
|
KeyBanc
Capital Markets Inc.
|
$ | 9,375,000 | ||
|
Lloyds
TSB Bank plc
|
$ | 9,375,000 | ||
|
MFR
Securities Inc.
|
$ | 9,375,000 | ||
|
X.X.
Xxxx & Company
|
$ | 9,375,000 | ||
|
RBC
Capital Markets Corporation
|
$ | 9,375,000 | ||
|
TD
Securities (USA) LLC
|
$ | 9,375,000 | ||
|
UniCredit
Capital Markets, Inc.
|
$ | 9,375,000 | ||
|
Total
|
$ | 1,875,000,000 | ||
ANNEX
B
FINAL
TERM SHEET
