FILED PURSUANT TO RULE 433
File No. 333-270327
CITIGROUP INC.
$1,250,000,000
5.592% FIXED RATE RESET CALLABLE SUBORDINATED NOTES DUE 2034
| Terms and Conditions | ||
| Issuer: |
Citigroup Inc. | |
| Ratings*: |
Baa2 / BBB / BBB+ (Stable Outlook / Stable Outlook / Stable Outlook) (Moody’s / S&P / Fitch) | |
| Ranking: |
Subordinated. See “Subordination” below. | |
| Trade Date: |
November 12, 2024 | |
| Settlement Date: |
November 19, 2024 (T+5 days) | |
| Maturity: |
November 19, 2034 | |
| Par Amount: |
$1,250,000,000 | |
| Treasury Benchmark: |
4.125% due October 31, 2029 | |
| Treasury Price: |
$99-05+ | |
| Treasury Yield: |
4.312% | |
| Re-offer Spread to Benchmark: |
T5+128 bp | |
| Re-offer Yield: |
5.592% | |
| Initial Fixed Rate Coupon: |
5.592% per annum, payable semiannually in arrears on each May 19 and November 19, beginning on May 19, 2025, from, and including, the Settlement Date to, but excluding, November 19, 2029 (the “initial fixed rate period”). Following New York business day convention during the initial fixed rate period. | |
| Subsequent Fixed Rate Coupon: |
From, and including, November 19, 2029 (the “reset date”) to, but excluding, Maturity (the “subsequent fixed rate period”), an annual fixed rate equal to the five-year treasury rate as of the reset determination date plus 1.280%, payable semiannually in arrears on each May 19 and November 19, beginning on May 19, 2030 and ending at Maturity or any earlier redemption date. Following New York business day convention during the subsequent fixed rate period. | |
CITIGROUP INC.
$1,250,000,000
5.592% FIXED RATE RESET CALLABLE SUBORDINATED NOTES DUE 2034
| Five-Year Treasury Rate: |
The average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the five business days appearing under the caption “Treasury Constant Maturities” in the most recently published statistical release designated H.15 Daily Update or any successor publication which is published by the Federal Reserve Board as of 5:00 p.m. (Eastern Time) as of the reset determination date, as determined by the calculation agent in its sole discretion.
If no calculation is provided as described above, then the Issuer (or its affiliate) will use a substitute or successor rate that it has determined, in its sole discretion after consulting any source it deems to be reasonable, is (i) the industry-accepted substitute or successor for the five-year treasury rate or (ii) if there is no such industry-accepted substitute or successor for the five-year treasury rate, a substitute or successor rate that is most comparable to the five-year treasury rate. Upon selection of a substitute or successor rate, the Issuer (or its affiliate) may determine, in its sole discretion after consulting any source it deems to be reasonable, the day count convention, the business day convention, the definition of business day, the reset determination date and any other relevant methodology or definition for calculating such substitute or successor rate, including any adjustment factor it determines is needed to make such substitute or successor rate comparable to the five-year treasury rate, in a manner that is consistent with any industry-accepted practices for such substitute or successor rate. | |
| Reset Determination Date: |
Three business days prior to the reset date. | |
| Public Offering Price: |
100.000% | |
| Net Proceeds to Citigroup: |
$1,245,937,500 (before expenses) | |
| Day Count: |
30/360 | |
| 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 November 19, 2029, or (ii) in whole at any time or in part from time to time, on or after October 19, 2034 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. | |
| 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 Issuer’s base prospectus dated March 7, 2023. | |
| Sinking Fund: |
Not applicable | |
| Minimum Denominations/Multiples: |
$1,000 / multiples of $1,000 in excess thereof | |
CITIGROUP INC.
$1,250,000,000
5.592% FIXED RATE RESET CALLABLE SUBORDINATED NOTES DUE 2034
| CUSIP: |
172967 PN5 | |
| ISIN: |
US172967PN53 | |
| Sole Book Manager: |
Citigroup Global Markets Inc. | |
| Senior Co-Managers **: |
American Veterans Group, PBC Bancroft Capital, LLC BBVA Securities Inc. BMO Capital Markets Corp. Capital One Securities, Inc. Danske Markets Inc. DZ Financial Markets LLC ING Financial Markets LLC MUFG Securities Americas Inc. Multi-Bank Securities, Inc. Nomura Securities International, Inc. Nordea Bank Abp PNC Capital Markets LLC RBC Capital Markets, LLC Santander US Capital Markets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. | |
CITIGROUP INC.
$1,250,000,000
5.592% FIXED RATE RESET CALLABLE SUBORDINATED NOTES DUE 2034
| Junior Co-Managers **: | ANZ Securities, Inc. Banco de Sabadell, S.A. Barclays Capital Inc. BNY Mellon Capital Markets, LLC CIBC World Markets Corp. Citizens JMP Securities, LLC Commerz Markets LLC Commonwealth Bank of Australia DBS Bank Ltd. Desjardins Securities Inc. Fifth Third Securities, Inc. Great Pacific Securities HSBC Securities (USA) Inc. Huntington Securities, Inc. ICBC Standard Bank Plc Intesa Sanpaolo IMI Securities Corp. KeyBanc Capital Markets Inc. Loop Capital Markets LLC M&T Securities, Inc. Macquarie Capital (USA) Inc. Mizuho Securities USA LLC nabSecurities, LLC National Bank of Canada Financial Inc. Natixis Securities Americas LLC NatWest Markets Securities Inc. Oversea-Chinese Banking Corporation Limited Rabo Securities USA, Inc. RB International Markets (USA) LLC Regions Securities LLC Samuel A. Ramirez & Company, Inc. Security Capital Brokerage, Inc. SG Americas Securities, LLC Swedbank AB (publ) Truist Securities, Inc. UniCredit Capital Markets 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. |
| ** | Note: To the extent any dealer that is not a U.S. registered broker-dealer intends to effect any offers or sales of any subordinated notes in the United States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations. |
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 1-800-831-9146.