Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - CITIGROUP INC | v168964_8-k.htm |
| EX-1.01 - REMARKETING AGREEMENT - CITIGROUP INC | v168964_ex1-01.htm |
| EX-4.01 - REMARKETED NOTE - CITIGROUP INC | v168964_ex4-01.htm |
EXHIBIT
1.02
PRICING
AGREEMENT
December
2, 2009
Citigroup
Inc.
399 Park
Avenue
New York,
New York 10043
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., Barclays Capital Inc., Deutsche Bank
Securities Inc., RBS Securities Inc., UBS Securities LLC, Blaylock Robert Van,
LLC, BNP Paribas Securities Corp., KeyBanc Capital Markets Inc., Lloyds TSB Bank
plc, Loop Capital Markets LLC, Natixis Bleichroeder, RBC Capital Markets
Corporation, Samuel A. Ramirez & Company, Inc., 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 101.5511% of the principal amount thereof, plus accrued interest, if
any, from the date of issuance. The Remarketing Settlement Date shall
be December 15, 2009, at 9:30 a.m. (Eastern Time). The closing shall
take place at the offices of Cleary Gottlieb Steen & Hamilton LLP located at
One Liberty Plaza, New York, New York 10006.
The
Securities shall have the following terms:
|
Title:
|
6.010%
Notes Due 2015
|
|
Maturity:
|
January
15, 2015
|
|
Interest
Rate:
|
6.010%
per annum
|
|
Interest
Payment Dates:
|
Semi-annually
on the 15th
day of each June and December, commencing June 15, 2010
|
|
Initial
Price to Public:
|
101.8761%
of the principal amount thereof, plus accrued interest, if any, from
December 15, 2009
|
|
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 2, 2009
|
|
Record
Date:
|
The
Business Day next preceding each Interest Payment
Date
|
- 1
-
Additional
Terms:
All the
provisions contained in the document entitled “Citigroup Inc.— 6.320% Junior
Subordinated Deferrable Interest Debentures due March 15, 2041 — Remarketing
Agreement” and dated as of October 27, 2009 (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 5:00 p.m. on
December 2, 2009, 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.
Michael
J. Tarpley, Esq., Associate General Counsel-Capital Markets of the Company, is
counsel to the Company. Sullivan & Cromwell LLP has acted as
special tax counsel to the Company in connection with matters related to the
remarketing of the Securities. Cleary Gottlieb Steen & Hamilton
LLP is counsel to the Remarketing Agents.
Please
accept this offer no later than 9:00 p.m. (Eastern Time) on December 2, 2009 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 December 2,
2009, 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/ Jack D. McSpadden, Jr.
Name:
Jack D. McSpadden, Jr.
Title:
Managing Director
ACCEPTED:
CITIGROUP
INC.
By:
/s/ Charles E. Wainhouse
Name:
Charles E. Wainhouse
Title:
Assistant Treasurer
THE BANK
OF NEW YORK MELLON,
not in
its individual capacity but solely as
Stock
Purchase Contract Agent
By:
/s/ Christopher Greene
Name:
Christopher Greene
Title:
Vice President
ANNEX
A
|
Name of Remarketing Agent
|
Principal Amount
of Securities
|
|||
|
Citigroup
Global Markets Inc.
|
$ | 1,593,750,000 | ||
|
Barclays
Capital Inc.
|
$ | 46,875,000 | ||
|
Deutsche
Bank Securities Inc.
|
$ | 46,875,000 | ||
|
RBS
Securities Inc.
|
$ | 46,875,000 | ||
|
UBS
Securities LLC
|
$ | 46,875,000 | ||
|
Blaylock
Robert Van, LLC
|
$ | 9,375,000 | ||
|
BNP
Paribas Securities Corp.
|
$ | 9,375,000 | ||
|
KeyBanc
Capital Markets Inc.
|
$ | 9,375,000 | ||
|
Lloyds
TSB Bank plc
|
$ | 9,375,000 | ||
|
Loop
Capital Markets LLC
|
$ | 9,375,000 | ||
|
Natixis
Bleichroeder
|
$ | 9,375,000 | ||
|
RBC
Capital Markets Corporation
|
$ | 9,375,000 | ||
|
Samuel
A. Ramirez & Company, Inc.
|
$ | 9,375,000 | ||
|
TD
Securities (USA) LLC
|
$ | 9,375,000 | ||
|
UniCredit
Capital Markets, Inc.
|
$ | 9,375,000 | ||
|
Total
|
$ | 1,875,000,000 | ||