Citi’s $5.5 Billion Bond Offerings

Cleary Gottlieb represented the underwriters, led by Citigroup Global Markets Inc., in an offering by Citigroup Inc. (Citi) of $2 billion of fixed-rate/floating-rate affordable housing bonds due 2026, $500 million of floating-rate affordable housing bonds due 2026, and $3 billion of fixed-rate/floating-rate notes due 2033, all to be issued on January 25, 2022.

The securities were offered for sale in the United States, Europe, Asia, and elsewhere. The floating rate for the interest payment calculation for the notes will be based on the secured overnight funding rate (SOFR) compounded daily over each quarterly interest period. SOFR is the rate that is replacing LIBOR in the capital markets.

The $2.5 billion net proceeds of the sale of the two series of affordable housing bonds will be allocated exclusively to finance or refinance in whole or in part a portion of Citi’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.