Citi’s Inaugural $2.5 Billion Affordable Housing Bond Offering

Cleary Gottlieb represented the underwriters, led by Citigroup Global Markets Inc., in the first U.S. dollar, SEC-registered affordable housing bond offering of $2.5 billion of 0.776% fixed-rate/floating-rate callable senior notes due 2024, to be issued by Citigroup Inc. on October 30, 2020.

The securities were offered for sale in the United States, Europe, Asia, and elsewhere.

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 Citigroup’s 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. This is one of several recent green and sustainability offerings handled by Cleary, including Alphabet’s first sustainability bond, Citigroup’s inaugural U.S.-denominated green bond, Verizon’s green bond, and Suzano’s first-ever sustainability-linked notes and concurrent tender offer.

The interest payment calculation during the floating rate period beginning October 30, 2023 will be based on the secured overnight funding rate (SOFR) compounded daily over each quarterly interest period. SOFR is the rate proposed to replace LIBOR in the capital markets.

Citigroup Inc., a global diversified financial services holding company, provides a broad range of financial products and services to consumers, corporations, governments, and institutions. Citigroup has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions.