- Prospectus filed pursuant to Rule 424(b)(2) (424B2)
February 03 2009 - 12:52PM
Edgar (US Regulatory)
Filed pursuant to Rule 424(b)(2)
Registration Nos. 333-132370 and 333-132370-01
CALCULATION OF REGISTRATION FEE
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Aggregate
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Amount of
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Class of securities offered
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offering price
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registration fee
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Medium-Term Senior Notes, Series D
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$
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750,000,000.00
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$
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29,475.00
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(1)
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(1)
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The filing fee of $29,475.00 is calculated in accordance with Rule
457(r) of the Securities Act of 1933. The registration fee of
$29,475.00 due for this offering is offset against the $135,580.30
remaining of the fees most recently paid on January 26, 2009, of which
$106,105.30 remains available for future registration fees. No
additional registration fee has been paid with respect to this
offering.
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Pricing Supplement No. MTNDD369 Dated January 30, 2009
(To Prospectus Supplement Dated April 13, 2006 and
Prospectus Dated March 10, 2006)
CITIGROUP FUNDING INC.
FDIC-Guaranteed Medium-Term Senior Notes, Series D
Payments Due from Citigroup Funding Inc.
Fully and Unconditionally Guaranteed by Citigroup Inc.
This debt is guaranteed under the Federal Deposit Insurance Corporations Temporary Liquidity
Guarantee Program and is backed by the full faith and credit of the United States. The details of
the FDIC guarantee are provided in the FDICs regulations, 12 C.F.R. Part 370, and at the FDICs
website, www.fdic.gov/tlgp. The expiration date of the FDICs guarantee is the earlier of the
maturity date of the debt or June 30, 2012.
Description of Notes:
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Principal Amount or Face Amount:
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$750,000,000. Upon settlement, the Notes
will form part of the same series as, and
will be fungible with, Citigroup Funding
Inc.s outstanding FDIC-Guaranteed Medium
Term Notes due 2010 issued on January 30,
2009, and the aggregate principal amount
of this series of Notes will be $3,000,000,000.
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Issue Price:
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100.0678%
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Proceeds to Company on original issuance:
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$749,703,747.92 (including accrued interest but
before expenses)
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Commission:
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$937,500
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Agents commitment on original issuance:
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Citigroup Global Markets Inc.
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$735,000,000
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Deutsche Bank Securities Inc.
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$ 7,500,000
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Greenwich Capital Markets, Inc.
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$ 7,500,000
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Citigroup Global Markets Inc.s capacity on original issuance: If as Principal
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As Principal
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o
The Registered Notes are being offered at varying prices related
to prevailing market prices at the time of resale.
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þ
The Registered Notes are being offered at a fixed initial public
offering price 100% of Principal Amount or Face Amount.
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PS-1
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Form of Note:
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Global
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Original Issue Date:
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February 4, 2009
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Stated Maturity:
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July 30, 2010
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Specified Currency:
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N/A
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(If other than U.S. Dollars)
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Authorized Denominations:
(If other than as set forth
in the Prospectus Supplement)
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Minimum USD 1,000 and minimum
increments of USD 1,000 thereafter
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Interest Payment Dates:
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Quarterly on the 30
th
of each January, April, July, and October thereafter until
maturity, with adjustment for period end dates on a modified following New York Business Day
Convention
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First Interest Payment Date:
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April 30, 2009
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Accrue to Pay:
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Yes
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Indexed Principal Note:
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N/A
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Type of Interest on Note:
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Floating
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Interest Rate (Fixed Rate Notes):
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N/A
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Base Rate (Floating Rate Notes):
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LIBOR
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Calculation Agent:
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Citibank, N.A.
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Computation of Interest:
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(If other than as set forth
in the Prospectus Supplement):
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N/A
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Interest Reset Dates:
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Quarterly on each Interest Payment Date
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Rate Determination Dates:
(If other than as set forth
in the Prospectus Supplement):
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The second London business day prior to each Interest
Reset Date
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Index:
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Three-month USD-BBA-LIBOR Reuters LIBOR01
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PS-2
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Spread:
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10 bps
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Computation of Interest:
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N/A
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(If other than as set forth
in the Prospectus Supplement)
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Spread Multiplier:
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N/A
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Change in Spread, Spread Multiplier
or Fixed Interest Rate prior
to Stated Maturity:
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N/A
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Maximum Interest Rate:
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N/A
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Minimum Interest Rate:
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N/A
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Amortizing Note:
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No
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Renewable Note:
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No
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Optional Extension of Maturity:
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No
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Optional Redemption:
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No
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Optional Redemption Dates:
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Redemption Prices:
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Redemption:
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Optional Repayment:
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No
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Optional Repayment Dates:
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Optional Repayment Prices:
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Discount Note:
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No
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Total Amount of OID:
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Bond Yield to Call:
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Bond Yield to Maturity:
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Yield to Maturity:
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CUSIP:
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17314AAA0
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FDIC Guarantee:
The Notes are senior unsecured debt obligations of Citigroup Funding Inc. (the Company) fully and
unconditionally guaranteed by Citigroup Inc. (the Guarantor) and are guaranteed by
PS-3
the FDIC under the FDICs Temporary Liquidity Guarantee Program (the Program). Each of the
Company and the Guarantor has agreed to participate in the Program and comply with the requirements
of the Program in order for the Notes to qualify for the FDICs guarantee. As described below
under Claims under the Program, the uncured failure of the Company and the Guarantor to make a
timely payment of any principal or interest due on the Notes obligates the FDIC to make such
payment following the Representatives (as defined below under Claims under the Program)
notification to the FDIC of such payment failure and the Representatives timely demand for payment
under the guarantee. The Companys failure to pay any principal or interest due on the Notes that
is then paid by the FDIC on a timely basis will not constitute an event of default under the Notes
and holders of Notes will not be permitted to accelerate the maturity of the Notes during any
period when the FDIC is making timely guarantee payments of principal and interest on the Notes.
The details of the FDIC guarantee are set forth in the FDICs regulations, 12 C.F.R. Part 370 (the
Final Rule), and at the FDICs website at www.fdic.gov/tlgp.
The FDIC has concluded that the FDIC guarantee is entitled to the full faith and credit of the
United States. However, the FDIC guarantee is subject to certain limitations of which you should be
aware and should consider. Before investing in these Notes, you should consider the information
below under Risks Relating to the FDIC Guarantee. Furthermore, the FDIC guarantee is exempt from
the registration requirements of the Securities Act of 1933 and has not been registered with the
SEC. As a consequence, noteholders are not entitled to the protections of the Trust Indenture Act
of 1939 insofar as the FDIC guarantee is concerned.
The Company has entered into a Master Agreement with the FDIC in connection with the Program.
Under the terms of the Master Agreement, the Issuer has agreed to pay the FDIC any amounts the FDIC
pays to the holders of the Notes under the FDIC guarantee. The Guarantor has reached a similar
agreement with the FDIC. Additionally, the Company and the Guarantor have agreed not to amend or
waive certain provisions of the Notes without the express written consent of the FDIC. Investors
should note that the rules, practices and procedures of the FDIC governing the operation of the
Program, including the FDIC guarantee, may be amended and are subject to evolving interpretation by
the FDIC. The summary set forth below is based on the Final Rule as adopted by the FDIC on
November 21, 2008.
Claims under the Program:
The FDICs payment obligation under its guarantee will be triggered by the failure of the Company
and the Guarantor to make a timely payment of principal of or interest on the Notes (a Payment
Default). The Company, the Guarantor and The Bank of New York Mellon, a New York banking
corporation, as authorized representative of the holders of the Notes under the Program (the
Representative), are obligated to give notice to the FDIC if the Company is in default of any
payment under the Notes (without regard to any cure period) within one business day of such failure
to pay. Upon a Payment Default, the Representative will be required under the senior debt
indenture to make a demand for payment of the guaranteed amount on behalf of all holders of the
Notes (i) in the case of any Payment Default prior to the maturity date of the Notes, on the day
the applicable cure period ends and (ii) in the case of any payment due on the
PS-4
maturity date of the Notes, on such maturity date. If the demand is not made within 60 days of a
Payment Default, the FDIC will be under no obligation to make the payments on the Notes under the
FDIC guarantee.
To receive payment under the FDIC guarantee, the Representative, on behalf of all noteholders, will
be required to assign all of the holders rights, titles and interests in the Notes to the FDIC.
If a holder of Notes receives any distribution from the Company, the Guarantor or the bankruptcy
estate of either the Company or the Guarantor prior to the FDICs payment under the guarantee, the
guaranteed amount paid by the FDIC will be reduced by the amount the holder has so received. Upon
receipt of a timely filed conforming proof of claim, the FDIC will make payment of the guaranteed
amount. Under the terms of the Program, The Depository Trust Company (DTC) as the sole
registered holder of the Notes may elect not to be represented by the Representative. If the
registered holder has elected not to have the Representative act as its authorized representative,
DTC may make demand for payment under the FDIC guarantee in the circumstances described in the
preceding paragraph. The demand for payment must be accompanied by a proof of claim as described
above, including evidence of the claimants ownership of the Notes. If a demand for payment under
the FDIC guarantee is not made within 60 days of a Payment Default, the FDIC will be under no
obligation to make payments on the Notes under the guarantee. The Program does not specify a
deadline by which the FDIC must make payment following receipt of a demand from the Representative.
The FDIC will not pay any additional interest or penalty amounts in respect of any event of
default or resulting delay in payment that may occur.
No Acceleration upon an Event of Default If the FDIC Makes Timely Payments:
Acceleration of maturity of the Notes will not be permitted upon an event of default under the
senior debt indenture if the FDIC is making timely guarantee payments on the Notes in accordance
with the Program.
Risks Relating to the FDIC Guarantee:
Guarantee Payments by the FDIC May Be Delayed.
There is no designated period within which
the FDIC is required to make its guarantee payments after receiving a timely demand with a
conforming proof of claim from the Representative. The FDIC may not make guarantee payments
promptly after all conditions to its payment have been met, delaying noteholders receipt of
guarantee payments.
You May Lose the Right to Payment under the FDIC Guarantee if the Representative Fails to
Follow the FDIC Claims Process.
In order to receive payment under the FDIC guarantee in the
event of a Payment Default, the Representative must make a written demand, with the required proof
of claim, to the FDIC within 60 days of a Payment Default. If the Representative fails to follow
the FDIC claims process under the Program, holders may be deprived of all rights and remedies with
respect to the guarantee claim.
PS-5
The Determination of the FDIC on any Matter Relating to the Claims Process Will Be Final and
Binding on Holders of the Notes and on Each of the Company and the Guarantor, Subject to Judicial
Review.
The determination of the FDIC on any matter relating to claims under the Program will
be a final administrative determination, binding on all concerned parties, including holders of the
Notes. Holders of the Notes will have the right to challenge an FDIC determination only by
commencing an action in the U.S. District Court for the District of Columbia or New York within 60
days after the determination has been made.
PS-6
You should rely only on the information contained or incorporated by reference in this pricing
supplement and the accompanying prospectus supplement and prospectus. We are not making an offer of
these securities in any state where the offer is not permitted. You should not assume that the
information contained or incorporated by reference in this pricing supplement is accurate as of any
date other than the date on the front of the document.
TABLE OF CONTENTS
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Page
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Pricing Supplement
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Description of Notes
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PS-1
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FDIC Guarantee
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PS-3
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Claims Under the Program
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PS-4
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Risks Relating to the FDIC Guarantee
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PS-5
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Prospectus Supplement
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Risk Factors
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S-3
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Important Currency Information
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S-6
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Description of the Notes
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S-7
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Certain United States Federal Income Tax Considerations
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S-33
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Plan of Distribution
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S-40
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ERISA Matters
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S-41
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Prospectus
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Prospectus Summary
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1
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Forward-Looking Statements
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6
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Citigroup Inc.
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6
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Citigroup Funding Inc.
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6
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Use of Proceeds and Hedging
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7
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European Monetary Union
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8
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Description of Debt Securities
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8
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Description of Index Warrants
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21
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Description of Debt Security and Index Warrant Units
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24
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Limitations on Issuances in Bearer Form
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25
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Plan of Distribution
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26
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ERISA Matters
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29
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Legal Matters
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29
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Experts
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29
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Citigroup Funding Inc.
FDIC-Guaranteed
Medium-Term Senior Notes,
Series D
Any Payments Due from Citigroup Funding Inc.
Fully and Unconditionally Guaranteed
by Citigroup Inc.
Pricing Supplement
January 30, 2009
(Including Prospectus Supplement
Dated April 13, 2006 and
Prospectus Dated March 10, 2006)
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