Terms Agreement, dated February 6, 2024, among Citigroup Inc. (the Company) and the underwriters named therein, relating to the offer and sale of the Companys 5.827% Fixed Rate / Floating Rate Callable Subordinated Notes due February 13, 2035
Exhibit 1.01
Execution Version
TERMS AGREEMENT
February 6, 2024
Citigroup Inc.
388 Greenwich Street
New York, New York 10013
Attention: Assistant Treasurer
Ladies and Gentlemen:
We understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes to issue and sell US$2,500,000,000 aggregate principal amount of its 5.827% Fixed Rate / Floating Rate Subordinated Notes Due 2035 (the “Securities”). Subject to the terms and conditions set forth herein or incorporated by reference herein, we, the entities listed on Annex A hereto, 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 99.550% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The Closing Date shall be February 13, 2024, 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 terms set forth in Annex B hereto. 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 nominees, as described in the Prospectus 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 SA/NV and Clearstream Banking S.A. 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. Principal and interest on the Securities shall be payable in United States dollars, and the record date for the Securities shall be the business day immediately preceding each interest payment date. Sections 11.02 and 11.03 of the indenture, dated as of April 12, 2001, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities.
All the provisions contained in the document entitled “Citigroup Inc.— Amended and Restated Debt Securities — Underwriting Agreement — Basic Provisions” dated March 7, 2023 (the “A&R Basic Provisions”), 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 Terms Agreement to the same extent as if the A&R Basic Provisions had been set forth in full herein
Terms defined in the Basic Provisions are used herein as therein defined. The Execution Time means 3:20 p.m. (Eastern Time).
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 5121 of the Financial Industry Regulatory Authority, Inc.
Selling Restrictions:
European Economic Area
Each Underwriter represents and agrees that no Securities which are the subject of the offering contemplated by the Prospectus Supplement may be offered, sold or otherwise made available to any retail investor in the European Economic Area. For the purposes of this provision:
(a) the expression “retail investor” means a person who is one (or more) of the following:
(1) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (“MiFID II”); or
(2) a customer within the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(3) not a qualified investor as defined in the Regulation (EU) 2017/1129 (the “Prospectus Regulation”); and
(b) the expression “offer” includes 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.
United Kingdom
Each Underwriter represents and agrees that no Securities which are the subject of the offering contemplated by the Prospectus Supplement may be offered, sold or otherwise made available to any retail investor in the United Kingdom. For the purposes of this provision:
(a) the expression “retail investor” means a person who is one (or more) of the following:
(1) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or
(2) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or
(3) not a qualified investor as defined in the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA; and
(b) the expression “offer” includes 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.
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Additionally, in the United Kingdom, the Prospectus Supplement and the accompanying Prospectus is being distributed only to, and is directed only at qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive who are, (i) persons who have professional experience in matters relating to investments falling within Article 19 (5) of the FSMA (Financial Promotion) Order 2005, as amended, or the Order, and/or (ii) high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order, which persons together we refer to in this prospectus as “relevant persons.” Accordingly, each Underwriter represents and agrees that such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The Prospectus Supplement and the accompanying Prospectus must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which the Prospectus Supplement and the accompanying Prospectus relates is only available to, and will be engaged in with, relevant persons only.
Hong Kong
Each Underwriter:
(a) has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Securities other than to (i) “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and
(b) has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the contents of which are or are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.
Japan
The Securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the “FIEA”). Each Underwriter represents and agrees that it has not and will not offer or sell, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the FIEA and (2) in compliance with the other applicable laws, regulations and governmental guidelines of Japan.
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Singapore
The Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act 2001 (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA.
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Securities are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Certain of the Underwriters may not be U.S. registered broker-dealers and accordingly will not effect any sales within the United States except in compliance with applicable U.S. laws and regulations, including the rules of the Financial Industry Regulatory Authority. Industrial and Commercial Bank of China (Asia) Limited (“ICBC Bank”) is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and will not underwrite, subscribe, agree to purchase or procure purchasers to purchase securities that are offered or sold in the United States. Accordingly, ICBC Bank shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase securities that may be offered or sold by other underwriters in the United States. ICBC Bank shall offer and sell the Securities constituting part of its allotment solely outside the United States.
Karen Wang, Esq., Senior Vice President – Corporate Securities Issuance Legal of the Company, is counsel to the Company. Cleary Gottlieb Steen & Hamilton LLP is special tax counsel to the Company and counsel to the Underwriters.
Please accept this offer no later than 9:00 p.m. (Eastern Time) on February 6, 2024 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 February 6, 2024, to purchase the Securities on the terms set forth therein.”
| Very truly yours, | ||
| CITIGROUP GLOBAL MARKETS INC., on behalf of the Underwriters named herein | ||
| By: | /s/ Adam D. Bordner | |
| Name: Adam D. Bordner | ||
| Title: Managing Director | ||
| ACCEPTED: | ||
| CITIGROUP INC. | ||
| By: | /s/ Elissa Steinberg | |
| Name: Elissa Steinberg Title: Assistant Treasurer | ||
ANNEX A
| Name of Underwriter | Principal Amount of Securities | |||
| Citigroup Global Markets Inc. | $ | 1,758,750,000 | ||
| ANZ Securities, Inc. | $ | 15,000,000 | ||
| Barclays Capital Inc. | $ | 15,000,000 | ||
| BBVA Securities Inc. | $ | 15,000,000 | ||
| BMO Capital Markets Corp. | $ | 15,000,000 | ||
| BNY Mellon Capital Markets, LLC | $ | 15,000,000 | ||
| Capital One Securities, Inc. | $ | 15,000,000 | ||
| CIBC World Markets Corp. | $ | 15,000,000 | ||
| Danske Markets Inc. | $ | 15,000,000 | ||
| Deutsche Bank Securities Inc. | $ | 15,000,000 | ||
| DZ Financial Markets LLC | $ | 15,000,000 | ||
| Fifth Third Securities, Inc. | $ | 15,000,000 | ||
| Intesa Sanpaolo IMI Securities Corp. | $ | 15,000,000 | ||
| Lloyds Securities Inc. | $ | 15,000,000 | ||
| Mediobanca—Banca di Credito Finanziario S.p.A. | $ | 15,000,000 | ||
| MUFG Securities Americas Inc. | $ | 15,000,000 | ||
| Natixis Securities Americas LLC | $ | 15,000,000 | ||
| Netrex Capital Markets, LLC | $ | 15,000,000 | ||
| Nomura Securities International, Inc. | $ | 15,000,000 | ||
| PNC Capital Markets LLC | $ | 15,000,000 | ||
| Rabo Securities USA, Inc. | $ | 15,000,000 | ||
| RBC Capital Markets, LLC | $ | 15,000,000 | ||
| Santander US Capital Markets LLC | $ | 15,000,000 | ||
| Scotia Capital (USA) Inc. | $ | 15,000,000 | ||
| SG Americas Securities, LLC | $ | 15,000,000 | ||
| SMBC Nikko Securities America, Inc. | $ | 15,000,000 | ||
| Standard Chartered Bank | $ | 15,000,000 | ||
| TD Securities (USA) LLC | $ | 15,000,000 | ||
| Truist Securities, Inc. | $ | 15,000,000 | ||
| U.S. Bancorp Investments, Inc. | $ | 15,000,000 | ||
| ABN AMRO Capital Markets (USA) LLC | $ | 8,750,000 | ||
| Bancroft Capital, LLC | $ | 8,750,000 | ||
| Bank of China Limited, London Branch | $ | 8,750,000 | ||
| CaixaBank S.A. | $ | 8,750,000 | ||
| Citizens JMP Securities, LLC | $ | 8,750,000 | ||
| Commonwealth Bank of Australia | $ | 8,750,000 | ||
| Desjardins Securities Inc. | $ | 8,750,000 | ||
| Drexel Hamilton, LLC | $ | 8,750,000 | ||
| Erste Group Bank AG | $ | 8,750,000 | ||
| Falcon Square Capital, LLC | $ | 8,750,000 | ||
| Great Pacific Securities | $ | 8,750,000 | ||
| HSBC Securities (USA) Inc. | $ | 8,750,000 | ||
| Huntington Securities, Inc. | $ | 8,750,000 | ||
| Industrial and Commercial Bank of China (Asia) Limited | $ | 8,750,000 | ||
| ING Financial Markets LLC | $ | 8,750,000 | ||
| KBC Securities USA LLC | $ | 8,750,000 | ||
| KeyBanc Capital Markets Inc. | $ | 8,750,000 | ||
| M&T Securities, Inc. | $ | 8,750,000 | ||
| MFR Securities, Inc. | $ | 8,750,000 | ||
| Mizuho Securities USA LLC | $ | 8,750,000 | ||
| nabSecurities, LLC | $ | 8,750,000 | ||
| National Bank of Canada Financial Inc. | $ | 8,750,000 | ||
| NatWest Markets Securities Inc. | $ | 8,750,000 | ||
| Nordea Bank Abp | $ | 8,750,000 | ||
| RB International Markets (USA) LLC | $ | 8,750,000 | ||
| Regions Securities LLC | $ | 8,750,000 | ||
| San Blas Securities, LLC | $ | 8,750,000 | ||
| Security Capital Brokerage, Inc. | $ | 8,750,000 | ||
| Stern Brothers & Co. | $ | 8,750,000 | ||
| Swedbank AB (publ) | $ | 8,750,000 | ||
| Telsey Advisory Group LLC | $ | 8,750,000 | ||
| UBS Securities LLC | $ | 8,750,000 | ||
| UniCredit Capital Markets LLC | $ | 8,750,000 | ||
| United Overseas Bank Limited | $ | 8,750,000 | ||
| Westpac Capital Markets LLC | $ | 8,750,000 | ||
| Total | $ | 2,500,000,000 |
ANNEX B
CITIGROUP INC.
$2,500,000,000
5.827% FIXED RATE / FLOATING RATE CALLABLE SUBORDINATED NOTES DUE 2035
Terms and Conditions
| Issuer: | Citigroup Inc. | |
| Ratings*: | [Omitted] | |
| Ranking: | Subordinated. See “Subordination” below. | |
| Trade Date: | February 6, 2024 | |
| Settlement Date: | February 13, 2024 (T+5 days) | |
| Maturity: | February 13, 2035 | |
| Par Amount: | $2,500,000,000 | |
| Treasury Benchmark: | 4.500% due November 15, 2033 | |
| Treasury Price: | $103-12 | |
| Treasury Yield: | 4.077% | |
| Re-offer Spread to Benchmark: | T10+175 bp | |
| Re-offer Yield: | 5.827% | |
| Fixed Rate Coupon: | 5.827% per annum, payable semiannually in arrears on each February 13 and August 13, beginning on August 13, 2024, from, and including, the Settlement Date to, but excluding, February 13, 2034 (the “fixed rate period”). Following business day convention during the fixed rate period. Business days during fixed rate period New York. | |
| Floating Rate Coupon: | From, and including, February 13, 2034 (the “floating rate period”), an annual floating rate equal to SOFR (as defined in the Issuer’s base prospectus dated March 7, 2023 (the “Prospectus”) and compounding daily over each interest period as described in the Prospectus) plus 2.056%, payable quarterly in arrears, on the second business day following each interest period end date, beginning on May 16, 2034 and ending at Maturity or any earlier redemption date. An “interest period end date” means the 13th of each February, May, August and November, beginning on May 13, 2034 and ending at Maturity or any earlier redemption date. | |
| Public Offering Price: | 100.000% | |
| Net Proceeds to Citigroup: | $2,488,750,000 (before expenses) | |
| Day Count: | 30/360 during the fixed rate period, Actual/360 during the floating rate period | |
| Defeasance: | Applicable. Provisions of Sections 11.02 and 11.03 of the Indenture apply | |
| Redemption at Issuer Option: | We may redeem the subordinated notes, at our option, (i) in whole, but not in part, on February 13, 2034, or (ii) in whole at any time or in part from time to time, on or after January 13, 2035 at a redemption price equal to the sum of 100% of the principal amount of the subordinated notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption. SOFR for each calendar day from, and including, the Rate Cut-Off Date to, but excluding, the redemption date will equal SOFR in respect of the Rate Cut-Off Date. | |
| Rate Cut-Off Date: | The second U.S. Government Securities Business Day prior to a redemption date and Maturity. | |
| Redemption for Tax Purposes: | We may redeem the subordinated notes, at our option, in whole at any time, but not in part at a redemption price equal to 100% of the principal amount of the subordinated notes plus accrued and unpaid interest thereon to, but excluding, the date of redemption, if, as a result of changes in U.S. tax law, withholding tax or information reporting requirements are imposed on payments on the subordinated notes to non-U.S. persons. | |
| Subordination: | The subordinated notes will rank subordinate and junior in right of payment to Citigroup’s Senior Indebtedness as defined in “Description of Debt Securities – Subordinated Debt” in the Prospectus. | |
| Sinking Fund: | Not applicable | |
| Minimum Denominations/Multiples: | $1,000 / multiples of $1,000 in excess thereof | |
| CUSIP: | 172967 PG0 | |
| ISIN: | US172967PG03 | |
| Sole Book Manager | Citigroup Global Markets Inc. | |
| Senior Co-Managers | ANZ Securities, Inc. Barclays Capital Inc. BBVA Securities Inc. BMO Capital Markets Corp. BNY Mellon Capital Markets, LLC Capital One Securities, Inc. CIBC World Markets Corp. Danske Markets Inc. Deutsche Bank Securities Inc. DZ Financial Markets LLC Fifth Third Securities, Inc. Intesa Sanpaolo IMI Securities Corp. Lloyds Securities Inc. Mediobanca—Banca di Credito Finanziario S.p.A. MUFG Securities Americas Inc. Natixis Securities Americas LLC Netrex Capital Markets, LLC Nomura Securities International, Inc. PNC Capital Markets LLC Rabo Securities USA, Inc. RBC Capital Markets, LLC Santander US Capital Markets LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank TD Securities (USA) LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. | |
| Junior Co-Managers | ABN AMRO Capital Markets (USA) LLC Bancroft Capital, LLC Bank of China Limited, London Branch CaixaBank S.A. Citizens JMP Securities, LLC Commonwealth Bank of Australia Desjardins Securities Inc. Drexel Hamilton, LLC Erste Group Bank AG Falcon Square Capital, LLC Great Pacific Securities HSBC Securities (USA) Inc. Huntington Securities, Inc. Industrial and Commercial Bank of China (Asia) Limited ING Financial Markets LLC KBC Securities USA LLC KeyBanc Capital Markets Inc. M&T Securities, Inc. MFR Securities, Inc. Mizuho Securities USA LLC nabSecurities, LLC National Bank of Canada Financial Inc. NatWest Markets Securities Inc. Nordea Bank Abp RB International Markets (USA) LLC Regions Securities LLC San Blas Securities, LLC Security Capital Brokerage, Inc. Stern Brothers & Co. Swedbank AB (publ) Telsey Advisory Group LLC UBS Securities LLC UniCredit Capital Markets LLC United Overseas Bank Limited Westpac Capital Markets LLC |
| * | Note: A securities rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time. |
Citigroup Inc. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and the other documents Citigroup has filed with the SEC for more complete information about Citigroup and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. The file number for Citigroup’s registration statement is No. 333-270327. Alternatively, you can request the prospectus by calling toll-free in the United States ###-###-####.
