PRICING AGREEMENT

EX-1.02 3 y88525exv1w02.htm EX-1.02 exv1w02
Exhibit 1.02
PRICING AGREEMENT
December 1, 2010
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., Deutsche Bank Securities Inc., Goldman, Sachs & Co., RBS Securities Inc., UBS Securities LLC, Barclays Capital Inc., BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Guzman & Company, Jackson Securities, LLC, Lloyds TSB Bank plc, Muriel Siebert & Co., Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC, and Wells 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 Cleary Gottlieb Steen & Hamilton LLP located at One Liberty Plaza, New York, New York 10006.
     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

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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.
     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 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/ 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/ Timothy W. Casey    
  Name:   Timothy W. Casey   
  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  
Goldman, Sachs & 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  
Guzman & Company
   $ 14,062,500  
Jackson Securities, LLC
   $ 14,062,500  
Lloyds TSB Bank plc
   $ 14,062,500  
Muriel Siebert & Co., Inc.
   $ 14,062,500  
RBC Capital Markets, LLC
   $ 14,062,500  
TD Securities (USA) LLC
   $ 14,062,500  
Wells Fargo Securities, LLC
   $ 14,062,500  
 
      
 
        
Total
   $ 1,875,000,000  
 
      

 

 

ANNEX B
FINAL TERM SHEET