Exhibit 1.01
TERMS AGREEMENT
October 24, 2005
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 Y50,000,000,000 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 Limited, Mizuho International plc, Nomura International plc and
UBS Limited, 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 99.273% of the
principal amount thereof, plus accrued interest, if any, from the date of
issuance. The Closing Date shall be October 31, 2005, at 9:00 A.M. Tokyo 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: ..................... 2.400% Fixed Rate Senior Notes Due 2025
Maturity: .................. October 31, 2025
Interest Rate: ............. 2.400% per annum
Interest Payment Dates: .... Semi-annually on April 30 and October 31,
commencing May 1, 2006
Initial Price to Public: ... 99.773% of the principal amount thereof, plus
accrued interest, if any, from October 31, 2005
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
October 21, 2005, to the Prospectus, dated
September 2, 2004
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Record Date: ............... The April 15 or October 15 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 Bank S.A./N.V., as operator of the
Euroclear System, 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 Supplement. Principal and interest on
the Securities shall be payable in Yen; 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 Yen 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.;
(b) in the second line of Section 2(a), delete "33-55542), including a
prospectus" and insert in lieu thereof "333-117615), 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 fourth line of 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 fourteenth line of the third paragraph of Section 3, delete
the word "definitive" and insert in lieu thereof "global";
(e) in the fourth line of 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 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 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 Conduct Rules of the National Association of
Securities Dealers, Inc.
In relation to each Member State of the European Economic Area which
has implemented the Prospectus Directive (each, a "Relevant Member State"), each
underwriter has represented and agreed that with effect from and including the
date on which the Prospectus Directive is implemented in that Relevant Member
State ("Relevant Implementation Date") it has not made and will not make an
offer of Securities to the public in that Relevant Member State prior to the
publication of a prospectus in relation to the Securities which 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 it may, with effect from and including the
Relevant Implementation Date, make an offer of Securities to the public in that
Relevant Member State 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 E43,000,000 and (3) an
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annual net turnover of more than E50,000,000, as shown in its last annual
or consolidated accounts; or
(c) in any other circumstances which do not require the publication by
the Company of a prospectus pursuant to Article 3 of the Prospectus
Directive.
For the purposes of this provision, the expression an "offer of notes
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 the Securities to be offered so as to enable an investor
to decide to purchase or subscribe the 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.
Each Underwriter further agrees and hereby represents that:
(a) 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 the
Financial Services and Markets Act 2000 (the "FSMA")) received by it in
connection with the issue or sale of the notes in circumstances in which
Section 21(1) of the FSMA does not apply to the Company;
(b) it has complied and will comply with all applicable provisions of
the FSMA with respect to anything done by it in relation to the Securities
in, from or otherwise involving the United Kingdom;
(c) 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;
(d) it is aware of the fact that no securities prospectus
(Wertpapierprospekt) under the German Securities Prospectus Act
(Wertpapierprospektgesetz, the "Prospectus Act") has been or will be
published in respect of the Securities in the Federal Republic of Germany
and that it will comply with the Prospectus Act and all other laws and
regulations applicable in the Federal Republic of Germany governing the
issue, offering and sale of the Securities;
(e) no Securities have been offered or sold and will be offered or
sold, directly or indirectly, to the public in France except to qualified
investors (investisseurs qualifies) and/or to a limited circle of investors
(cercle restreint d'investisseurs) acting for their own account as defined
in article L. 411-2 of the French Code Monetaire et Financier and
applicable regulations thereunder; and that the direct or indirect resale
to the public in France of any Securities acquired by any qualified
investors (investisseurs qualifies) and/or any investors belonging to a
limited circle of investors (cercle restreint d'investisseurs) may be made
only as provided by articles L. 412-1 and L. 621-8 of the French Code
Monetaire et Financier and applicable regulations thereunder; and that none
of the Prospectus Supplement, the Prospectus or any other offering
materials relating to the Securities has been released, issued
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or distributed to the public in France except to qualified investors
(investisseurs qualifies) and/or to a limited circle of investors (cercle
restreint d'investisseurs) mentioned above; and
(f) it and each of its affiliates has not offered or sold, and 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.
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.
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
October 24, 2005 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
October 24, 2005, to purchase the Securities on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS LIMITED,
on behalf of the Underwriters named herein
By: /s/ Xxx Xxxx
--------------------------------------
Name: Xxx Xxxx
Title: Senior Vice President & Counsel
ACCEPTED:
CITIGROUP INC.
By: /s/ Xxxx X. Xxxxxxx
----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Treasurer
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ANNEX A
NAME OF UNDERWRITER PRINCIPAL AMOUNT OF SECURITIES
------------------- ------------------------------
Citigroup Global Markets Limited Y48,000,000,000
Mizuho International plc 1,000,000,000
Nomura International plc 500,000,000
UBS Limited 500,000,000
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TOTAL Y50,000,000,000
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