EXECUTION COPY
Exhibit 1.01
TERMS AGREEMENT
September 29, 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 C$ 500,000,000 aggregate principal amount of its debt
securities (the "Securities"). Subject to the terms and conditions set forth
herein or incorporated by reference herein, we, Xxxxxxx Xxxxx Canada Inc.,
Citigroup Global Markets Inc., RBC Dominion Securities Inc. and TD Securities
Inc., 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 99.076% of the
principal amount thereof, plus accrued interest, if any from the date of
issuance. The Closing Date shall be October 7, 2005, 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: ....................... 4.650% Fixed Rate /Floating Rate Subordinated
Notes due 2022
Maturity: .................... October 11, 2022
Redemption Dates: ............ October 11, 2017 and any Interest Payment Date
thereafter
Interest Rate: ............... From the Closing Date to but excluding the
first Redemption Date: 4.650% per annum
From the first Redemption Date to but excluding
the Maturity date (unless otherwise redeemed):
Three-month CDOR plus 1.40%
Interest Payment Dates: ...... From the Closing Date to and including the
first Redemption Date: Semi-annually on every
April 11 and October 11, commencing April 11,
2006
From January 11, 2018 to Maturity (unless
otherwise redeemed): Quarterly on the 11th of
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January, April, July and October
Initial Price to Public: ..... 99.526% of the principal amount thereof, plus
accrued interest, if any, from October 7, 2005
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 September 29, 2005, to the
Prospectus, dated September 2, 2004.
Record Date: ................. From the Closing Date to and including the
first Redemption Date: The March 27 and
September 26 preceding each Interest Payment
Date
From the first Redemption Date to Maturity
(unless otherwise redeemed): The fifteenth 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") or its respective
nominee, as described in the Prospectus Supplement relating to the Securities.
Although the Securities will be held in DTC, the entire issuance will be
credited to the account of The Canadian Depository for Securities Limited
("CDS") and only CDS will be able to hold a position through DTC. Investors must
hold their positions in the Notes through CDS or Euroclear or Clearstream
through their Canadian subcustodians at CDS. Beneficial interests in the
Securities will be shown on, and transfers thereof will be effected only
through, records maintained by CDS and its 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 only in Canadian dollars. The relevant provisions of Article Eleven 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:
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(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";
(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 "000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000"
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 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 Citigroup;
(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 notes 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
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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 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 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
(g) it has not offered or sold, and will not offer or sell, any
Securities, directly or indirectly, in Canada or any province or territory
thereof or to, or for the benefit of, any resident of Canada in
contravention of the securities laws and regulations of the provinces and
territories of Canada and represents that any offer of Securities in Canada
will be made only pursuant to an exemption from the requirement to file a
prospectus in the province or territory of Canada in which such offer is
made; and that it has not and it will not distribute or deliver the
Prospectus Supplement, the Prospectus, the Canadian offering memorandum
relating to this offering (the "Canadian Offering Memorandum") or any other
offering material relating to the Securities in Canada or to any resident
of Canada in contravention of the securities law and regulations of the
provinces and territories of Canada.
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
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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 September
29, 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
September 29, 2005, to purchase the Securities on the terms set forth therein."
Very truly yours,
XXXXXXX XXXXX CANADA INC.,
on behalf of the Underwriters named
herein
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Managing Director
ACCEPTED:
CITIGROUP INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Treasurer
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ANNEX A
NAME OF UNDERWRITER PRINCIPAL AMOUNT OF SECURITIES
------------------- ------------------------------
Xxxxxxx Xxxxx Canada Inc. C$387,500,000
Citigroup Global Markets Inc. 62,500,000
RBC Dominion Securities Inc. 25,000,000
TD Securities Inc. 25,000,000
-------------
C$500,000,000
TOTAL =============
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