Citibank (South Dakota) today announced the results of its cash tender offers (the “Offers”) with respect to the notes of Citibank Credit Card Issuance Trust listed in the table below (the “Notes”). As of the expiration date of the offers, which was 11:59 p.m., New York City time, on June 15, 2011, approximately $4.9 billion aggregate principal amount of the Notes were validly tendered and not withdrawn or were subject to binding commitments to sell to Citibank (South Dakota).
Citibank (South Dakota) has accepted for purchase all of the Notes that were validly tendered and not validly withdrawn, as indicated in the table below, notwithstanding the previously announced per series tender cap for certain series of the Notes. Citibank (South Dakota) expects to settle all such tenders and commitments on June 20, 2011, with the exception of those tenders that were previously settled on June 6, 2011.
| Title of Security | CUSIP / ISIN | Exchange Listing | Principal Amount Outstanding Prior to the Offer | Aggregate Principal Amount to be Purchased(1) | Aggregate Principal Amount Expected to be Outstanding After Settlement | ||||||
| Any and All Offer | |||||||||||
| 2007-A4 | 17305EDU6 / US17305EDU64 | Irish Stock Exchange | $225,000,000 | $210,000,000 | $15,000,000 | ||||||
| 2006-A1 | 17305ECZ6 / US17305ECZ60 | Irish Stock Exchange | $700,000,000 | $373,940,000 | $326,060,000 | ||||||
| 2005-A8 | 17305ECV5 / US17305ECV56 | Irish Stock Exchange | $875,000,000 | $593,245,000 | $281,755,000 | ||||||
| 2004-A7 | 17305ECG8 / US17305ECG89 | Euro MTF | $1,200,000,000 | $680,848,000 | $519,152,000 | ||||||
| 2005-A3 | 17305ECM5 / US17305ECM57 | Euro MTF | $1,375,000,000 | $903,172,000 | $471,828,000 | ||||||
| Partial Waterfall Tender Offer | |||||||||||
| 2002-A10 | 17305EBF1 / US17305EBF16 | Euro MTF | $1,000,000,000 | $307,050,000 | $692,950,000 | ||||||
| 2002-A4 | 17305EAZ8 / US17305EAZ88 | Euro MTF | $750,000,000 | $146,150,000 | $603,850,000 | ||||||
| 2007-A9 | 17305EDZ5 / US17305EDZ51 | Irish Stock Exchange | $500,000,000 | $0 | $500,000,000 | ||||||
| 2007-A10 | 17305EEC5 / US17305EEC57 | Irish Stock Exchange | $1,100,000,000 | $130,450,000 | $969,550,000 | ||||||
| 2007-A7 | 17305EDX0 / US17305EDX04 | Irish Stock Exchange | $3,250,000,000 | $1,502,215,000 | $1,747,785,000 | ||||||
| 2007-A11 | 17305EED3 / US17305EED31 | Irish Stock Exchange | $1,200,000,000 | $56,500,000 | $1,143,500,000 | ||||||
(1) Includes Notes purchased and settled on June 6, 2011. | |||||||||||
Citibank (South Dakota)’s affiliate Citigroup Global Markets Inc. acted as the dealer manager for the Offers. Global Bondholder Services Corporation was the depositary and information agent.
This press release is neither an offer to purchase nor a solicitation to buy any of the Notes nor is it a solicitation for acceptance of any of the Offers. Citibank (South Dakota) made the Offers only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal previously distributed to holders of the Notes. The Offers were not made to, nor will tenders of the Notes be accepted from or on behalf of, holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This announcement must be read in conjunction with the relevant Offer to Purchase and, where applicable, the related Letter of Transmittal.
United Kingdom. The communication of the Offer to Purchase and any other documents or materials relating to the Offers was not made and such documents and/or materials were not approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials were not distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion was only made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order.
Citi, a leading global financial services company, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management. Additional information may be found at www.citigroup.com.
Certain statements in this release, including without limitation the anticipated consummation and successful completion of the Offers (including the satisfaction of the conditions described in the Offer to Purchase) and Citigroup Inc.’s successful execution of its liability management strategy, are “forward-looking statements” within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, including without limitation, the precautionary statements included in this release and those contained in Citigroup Inc.’s filings with the U.S. Securities and Exchange Commission, including without limitation the “Risk Factors” section of Citigroup Inc.’s 2010 Annual Report on Form 10-K.
Contacts:
Media:
Jon Diat +1 212-793-5462
Investors:
John
Andrews +1 212-559-2718
Fixed Income Investors:
Ilene Fiszel
Bieler +1 212-559-5091
