Citigroup in $7.32 Billion Debt Tender Offer

February 8, 2010

Cleary Gottlieb represented Citigroup as issuer, and its affiliate Citigroup Global Markets as dealer manager, in a cash tender offer to purchase up to approximately $7.32 billion in aggregate principal amount of certain series of its outstanding notes. The tender offer launched on January 21, expired on February 3 and closed on February 8. Holders of $3.02 billion aggregate principal amount of notes, representing approximately 43% of the total principal amount of the notes outstanding, tendered in the offer and Citi accepted all the notes tendered.

The tender offer was part of a liability management strategy that utilizes excess cash to retire older vintage debt nearing maturity.

Citi, the leading global financial services company, has approximately 200 million customer accounts and does business in more than 140 countries. Through Citicorp and Citi Holdings, 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, and wealth management.