Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
19 Janeiro 2022 - 10:26AM
Edgar (US Regulatory)
FILED PURSUANT TO RULE 433
File No. 333-255302
CITIGROUP INC.
$2,000,000,000
2.014%
FIXED RATE / FLOATING RATE CALLABLE AFFORDABLE HOUSING SENIOR NOTES
DUE 2026
Terms and Conditions
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Issuer:
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Citigroup Inc.
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Ratings*:
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A3 / BBB+ / A (Stable Outlook / Stable Outlook / Stable Outlook) (Moodys / S&P / Fitch)
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Ranking:
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Senior
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Trade Date:
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January 18, 2022
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Settlement Date:
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January 25, 2022 (T+5 days)
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Maturity:
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January 25, 2026
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Par Amount:
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$2,000,000,000
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Treasury Benchmark:
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1.125% due January 15, 2025
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Treasury Price:
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$99-11+
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Treasury Yield:
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1.344%
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Re-offer Spread to Benchmark:
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T3+67 bp
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Re-offer Yield:
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2.014%
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Fixed Rate Coupon & Payment Dates:
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2.014%, payable semiannually in arrears on each January 25 and July 25 from, and including, the Settlement Date to, but excluding,
January 25, 2025 (the fixed rate period).
Following business day
convention during the fixed rate period. Business days during fixed rate period New York.
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Floating Rate Coupon & Payment Dates:
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From, and including, January 25, 2025 (the floating rate period), an annual floating rate equal to SOFR (as defined in the
Issuers base prospectus dated May 11, 2021 (the Prospectus) and compounding daily over each interest period as described in the Prospectus) plus 0.694%, payable quarterly in arrears, on the second business day following each
interest period end date, beginning on April 29, 2025 and ending at Maturity or any earlier redemption date. An interest period end date means the 25th of each January, April,
July, and October, beginning on April 25, 2025 and ending at Maturity or any earlier redemption date.
Modified following business day convention during the floating rate period. Business days during floating rate period New York and U.S. Government Securities
Business (as defined in the Prospectus).
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Public Offering Price:
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100.000%
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Net Proceeds to Citigroup:
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$1,995,000,000 (before expenses)
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Day Count:
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30/360 during the fixed rate period, Actual/360 during the floating rate period
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Defeasance:
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Applicable. Provisions of Sections 12.02 and 12.03 of the Indenture apply
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CITIGROUP INC.
$2,000,000,000
2.014%
FIXED RATE / FLOATING RATE CALLABLE AFFORDABLE HOUSING SENIOR NOTES
DUE 2026
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Redemption at Issuer Option:
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We may redeem the notes, at our option, in whole at any time or in part from time to time, on or after July 25, 2022 (or if additional
notes are issued after January 25, 2022, beginning six months after the issue date of such additional notes) and prior to January 25, 2025 at a redemption price equal to the sum of (i) 100% of the principal amount of the notes being
redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption; and (ii) the Make-Whole Amount (as defined in the Prospectus), if any, with respect to such notes. The Reinvestment Rate (as defined in the Prospectus)
will equal the Treasury Yield defined therein calculated to January 25, 2025, plus 0.120%.
We may redeem the notes, at our option, (i) in whole, but not in part, on January 25, 2025, or (ii) in whole at any time or in part from time to
time, on or after December 25, 2025 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.
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Rate Cut-Off Date:
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The second U.S. Government Securities Business Day prior to a redemption date and Maturity.
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Redemption for Tax Purposes:
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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.
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Use of Proceeds:
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An amount equal to the net proceeds of the sale of the notes will be allocated exclusively to finance or refinance in whole or in part a portion of Citigroups portfolio of affordable housing assets. This portfolio consists of
selected eligible financing instruments primarily intended to finance the construction, rehabilitation, and/or the preservation of quality affordable housing for low- and moderate-income populations in the
United States, as further described in Citigroups Social Bond Framework for Affordable Housing, available on Citigroups Investor Relations website.
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Sinking Fund:
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Not applicable
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Minimum Denominations/Multiples:
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$1,000 / multiples of $1,000 in excess thereof
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CUSIP:
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17327C AN3
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ISIN:
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US17327CAN39
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Sole Book Manager:
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Citigroup Global Markets Inc.
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Senior Co-Managers:
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Blaylock Van, LLC
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CastleOak Securities, L.P.
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Global Oak Capital Markets LLC
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Loop Capital Markets LLC
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Security Capital Brokerage, Inc.
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*
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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.
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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 Citigroups registration statement is No. 333-255302.
Alternatively, you can request the prospectus by calling toll-free in the United States 1-800-831-9146.
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