PRICING AGREEMENT
Exhibit 1.02
December 1, 2010
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, Barclays Capital Inc., BNP Paribas Securities
Corp., Credit Suisse Securities (USA) LLC, Xxxxxx & Company, Xxxxxxx Securities, LLC, Lloyds TSB
Bank plc, Xxxxxx Xxxxxxx & Co., Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC, and Xxxxx
Fargo Securities, LLC, 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 101.6526% of the principal amount thereof, plus
accrued interest, if any, from the date of issuance. The Remarketing Settlement Date shall be
December 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:
|
4.587% Notes Due 2015 | |
Maturity:
|
December 15, 2015 | |
Interest Rate:
|
4.587% per annum | |
Interest Payment Dates:
|
Semi-annually on the 15th day of each June and December and at maturity, commencing June 15, 2011 | |
Initial Price to Public:
|
101.9776% of the principal amount thereof, plus accrued interest, if any, from December 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 December 1, 2010 | |
Record Date:
|
The Business Day next preceding each Interest Payment Date |
1
Additional Terms:
All the provisions contained in the document entitled “Citigroup Inc.— 6.700% Junior Subordinated
Deferrable Interest Debentures due March 15, 2042 — Remarketing Agreement” and dated as of October
28, 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 3:45 p.m. on December 1, 2010, and the “Remarketing Agents Fee” equals $3.25 per $1,000
principal amount of the Security, $6,093,750.00 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 December 1, 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:
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“We hereby accept your offer, set forth in the Pricing Agreement, dated December 1,
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
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. |
$ | 1,565,625,000 | ||
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 | ||
Barclays Capital Inc. |
$ | 14,062,500 | ||
BNP Paribas Securities Corp. |
$ | 14,062,500 | ||
Credit Suisse Securities (USA) LLC |
$ | 14,062,500 | ||
Xxxxxx & Company |
$ | 14,062,500 | ||
Xxxxxxx Securities, LLC |
$ | 14,062,500 | ||
Lloyds TSB Bank plc |
$ | 14,062,500 | ||
Xxxxxx Xxxxxxx & Co., Inc. |
$ | 14,062,500 | ||
RBC Capital Markets, LLC |
$ | 14,062,500 | ||
TD Securities (USA) LLC |
$ | 14,062,500 | ||
Xxxxx Fargo Securities, LLC |
$ | 14,062,500 | ||
Total |
$ | 1,875,000,000 | ||
ANNEX B
FINAL TERM SHEET
