Terms Agreement, dated February 25, 2025, among the Company and the underwriters named therein, relating to the offer and sale of the Company's 5.612% Fixed Rate / Floating Rate Senior Notes due March 4, 2056
Exhibit 1.02
Execution Version
TERMS AGREEMENT
February 25, 2025
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$2,000,000,000 aggregate principal amount of its 5.612% Fixed Rate / Floating Rate Notes Due 2056 (the “Securities”). Subject to the terms and conditions set forth herein or incorporated by reference herein, we, the entities named on the list attached as Annex A hereto (“Annex A”), as underwriters (the “Underwriters”), offer to purchase, severally and not jointly, the principal amount of the Securities set forth opposite our respective names on Annex A at 99.125% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The Closing Date shall be March 4, 2025, 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 12.02 and 12.03 of the indenture, dated as of November 13, 2013, 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, except for
| • | Section 1(h), which is hereby deleted in its entirety and replaced with the following: |
In connection with the transactions contemplated by this Agreement, neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer or employee of the Company or any of its subsidiaries has breached or violated in any material way any applicable anti-bribery or anti-corruption laws or regulations, including the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, and the Company and its subsidiaries have instituted and maintain policies and procedures reasonably designed to achieve compliance therewith. No part of the proceeds of the offering of the Securities will be directly or knowingly indirectly used in violation of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended.
| • | Section 1(i), which is hereby deleted in its entirety and replaced with the following: |
The Company and its subsidiaries have and will continue to maintain policies and procedures reasonably designed to achieve compliance by the Company and its subsidiaries with applicable laws, rules and regulations related to anti-money laundering and anti-terrorist financing initiatives in the jurisdictions in which it operates, and any related financial recordkeeping and reporting requirements.
| • | Section 1(j), which is hereby deleted in its entirety and replaced with the following: |
Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer or employee of the Company or any of its subsidiaries (i) is, or is 50% or more owned by, an individual or entity that is currently the subject of any sanctions administered or imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by His Majesty’s Treasury) or other applicable sanctions authority (collectively, “Sanctions”), (ii) is located, organized or ordinarily resident in a country or territory that is the subject of comprehensive Sanctions that broadly prohibit dealings with that country or territory or (iii) will directly or indirectly use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person to fund any activities or business with any individual or entity, or in any country or territory that, at the time of such funding, is the subject of Sanctions, except to the extent permissible under the Sanctions.
Terms defined in the A&R Basic Provisions are used herein as therein defined. The Execution Time means 3:45 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. (“FINRA”).
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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.
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
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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 FINRA.
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 25, 2025 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 25, 2025, 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. | $ | 1,405,000,000 | ||
| ANZ Securities, Inc. | $ | 15,000,000 | ||
| BBVA Securities Inc. | $ | 15,000,000 | ||
| BMO Capital Markets Corp. | $ | 15,000,000 | ||
| Capital One Securities, Inc. | $ | 15,000,000 | ||
| Danske Markets Inc. | $ | 15,000,000 | ||
| Deutsche Bank Securities Inc. | $ | 15,000,000 | ||
| ING Financial Markets LLC | $ | 15,000,000 | ||
| Lloyds Securities Inc. | $ | 15,000,000 | ||
| Mizuho Securities USA LLC | $ | 15,000,000 | ||
| MUFG Securities Americas Inc. | $ | 15,000,000 | ||
| Natixis Securities Americas LLC | $ | 15,000,000 | ||
| Nomura Securities International, Inc. | $ | 15,000,000 | ||
| Nordea Bank Abp | $ | 15,000,000 | ||
| PNC Capital Markets LLC | $ | 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 | ||
| American Veterans Group, PBC | $ | 10,000,000 | ||
| Banco de Sabadell, S.A. | $ | 10,000,000 | ||
| BNY Mellon Capital Markets, LLC | $ | 10,000,000 | ||
| CastleOak Securities, L.P. | $ | 10,000,000 | ||
| CIBC World Markets Corp. | $ | 10,000,000 | ||
| Citizens JMP Securities, LLC | $ | 10,000,000 | ||
| Commerz Markets LLC | $ | 10,000,000 | ||
| Commonwealth Bank of Australia | $ | 10,000,000 | ||
| DBS Bank Ltd. | $ | 10,000,000 | ||
| Desjardins Securities Inc. | $ | 10,000,000 | ||
| Drexel Hamilton, LLC | $ | 10,000,000 | ||
| Fifth Third Securities, Inc. | $ | 10,000,000 | ||
| Huntington Securities, Inc. | $ | 10,000,000 | ||
| Intesa Sanpaolo IMI Securities Corp. | $ | 10,000,000 | ||
| KeyBanc Capital Markets Inc. | $ | 10,000,000 | ||
| M&T Securities, Inc. | $ | 10,000,000 | ||
| Macquarie Capital (USA) Inc. | $ | 10,000,000 | ||
| nabSecurities, LLC | $ | 10,000,000 | ||
| National Bank of Canada Financial Inc. | $ | 10,000,000 | ||
| NatWest Markets Securities Inc. | $ | 10,000,000 | ||
| Nykredit Bank A/S | $ | 10,000,000 | ||
| Rabo Securities USA, Inc. | $ | 10,000,000 | ||
| RB International Markets (USA) LLC | $ | 10,000,000 | ||
| Regions Securities LLC | $ | 10,000,000 | ||
| Westpac Capital Markets LLC | $ | 10,000,000 | ||
| Total | $ | 2,000,000,000 |
ANNEX B
CITIGROUP INC.
$2,000,000,000
5.612% FIXED RATE / FLOATING RATE CALLABLE SENIOR NOTES DUE 2056
| Terms and Conditions | ||
| Issuer: | Citigroup Inc. | |
| Ratings*: | [Omitted] | |
| Ranking: | Senior | |
| Trade Date: | February 25, 2025 | |
| Settlement Date: | March 4, 2025 (T+5 days) | |
| Maturity: | March 4, 2056 | |
| Par Amount: | $2,000,000,000 | |
| Treasury Benchmark: | 4.500% due November 15, 2054 | |
| Treasury Price: | $98 - 31+ | |
| Treasury Yield: | 4.562% | |
| Re-offer Spread to Benchmark: | T30+105 bp | |
| Re-offer Yield: | 5.612% | |
| Fixed Rate Coupon & Payment Dates: | 5.612% per annum, payable semiannually in arrears on each March 4 and September 4, beginning on September 4, 2025, from, and including, the Settlement Date to, but excluding, March 4, 2055 (the “fixed rate period”). Following business day convention during the fixed rate period. Business days during fixed rate period New York. | |
| Floating Rate Coupon & Payment Dates: | From, and including, March 4, 2055 (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 1.746%, payable quarterly in arrears, on the second business day following each interest period end date, beginning on June 8, 2055 and ending at Maturity or any earlier redemption date. An “interest period end date” means the 4th of each March, June, September and December, beginning on June 4, 2055 and ending at Maturity or any earlier redemption date.
Modified following business day convention applicable to each interest period end date during the floating rate period. Business days during floating rate period New York and U.S. Government Securities Business (as defined in the Prospectus). | |
| Public Offering Price: | 100.000% | |
| Net Proceeds to Citigroup: | $1,982,500,000 (before expenses) | |
| Day Count: | 30/360 during the fixed rate period, Actual/360 during the floating rate period | |
| Defeasance: | Applicable. Provisions of Sections 12.02 and 12.03 of the Indenture apply | |
| Redemption at Issuer Option: | We may redeem the notes, at our option, in whole at any time or in part from time to time, on or after September 4, 2025 (or if additional notes are issued after March 4, 2025, beginning six months after the issue date of such additional notes) and prior to March 4, 2055 at a redemption price equal to the greater of (i) the make-whole amount (as described in the Prospectus) and (ii) 100% of the principal amount of the notes being redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the date of redemption. The make-whole spread to be added to the Treasury Rate (as defined in the Prospectus) will equal 20 basis points.
We may redeem the notes, at our option, (i) in whole, but not in part, on March 4, 2055, or (ii) in whole at any time or in part from time to time, on or after February 4, 2056 at a redemption price equal to the sum of 100% of the principal amount of the 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 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 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 notes to non-U.S. persons.
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. | |
| Sinking Fund: | Not applicable | |
| Minimum Denominations/Multiples: | $1,000 / multiples of $1,000 in excess thereof | |
| CUSIP: | 17327C AY9 | |
| ISIN: | US17327CAY93 | |
| Sole Book Manager: | Citigroup Global Markets Inc. | |
| Senior Co-Managers: | ANZ Securities, Inc. BBVA Securities Inc. BMO Capital Markets Corp. Capital One Securities, Inc. Danske Markets Inc. Deutsche Bank Securities Inc. ING Financial Markets LLC Lloyds Securities Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. Natixis Securities Americas LLC Nomura Securities International, Inc. Nordea Bank Abp PNC Capital Markets LLC 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: | American Veterans Group, PBC Banco de Sabadell, S.A. BNY Mellon Capital Markets, LLC CastleOak Securities, L.P. CIBC World Markets Corp. Citizens JMP Securities, LLC Commerz Markets LLC Commonwealth Bank of Australia DBS Bank Ltd. Desjardins Securities Inc. Drexel Hamilton, LLC Fifth Third Securities, Inc. Huntington Securities, Inc. Intesa Sanpaolo IMI Securities Corp. KeyBanc Capital Markets Inc. M&T Securities, Inc. Macquarie Capital (USA) Inc. nabSecurities, LLC National Bank of Canada Financial Inc. NatWest Markets Securities Inc. Nykredit Bank A/S Rabo Securities USA, Inc. RB International Markets (USA) LLC | |
| Regions Securities LLC | ||
| 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 ###-###-####.
