Citi’s $4.25 Billion Offering

Cleary Gottlieb represented the underwriters, led by Citigroup Global Markets Inc. (CGMI), in a registered offering by Citigroup Inc. (Citigroup) of $1.25 billion aggregate principal amount of 5.592% fixed-rate reset callable subordinated notes due 2034 to be issued on November 19, 2024.

Citigroup, a global diversified financial services holding company, provides a broad range of financial products and services to consumers, corporations, governments, and institutions. Citigroup does business in nearly 160 countries and jurisdictions.

Cleary also represented the dealers, led by CGMI, in two social finance bond offerings by Citibank N.A. (Citibank).

Citibank offered $2.2 billion 4.876% fixed-rate/floating-rate callable notes due 2027 and $800 million floating-rate callable notes due 2027. The notes were offered under the exemption from registration in Section 3(a)(2) of the Securities Act and will be issued on November 19, 2024. Cleary also acted as counsel to Citibank in establishing its notes program.

Citibank, an indirect wholly owned subsidiary of Citigroup, is a commercial bank that, through its branches, and along with its subsidiaries and affiliates, offers a wide range of retail and commercial banking and trust services to its customers throughout the United States and the world. Citibank’s principal offerings include investment banking, commercial banking, cash management, trade finance, and e-commerce; private banking products and services; consumer finance, credit cards, and mortgage lending; and retail banking products and services.