Citigroup’s $2.25 Billion Notes Offering

Cleary Gottlieb represented the underwriters, led by Citigroup Global Markets Inc. in the offering.

Citigroup issued a registered offering of $2,250,000,000 of 2.666 percent fixed rate / floating rate callable senior notes due 2031.

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

The interest payment calculation during the floating rate period beginning January 29, 2030 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.

The Cleary team included partner Jeff Karpf (Picture), senior attorney Elizabeth Chang, associates Rigoberto Chavez and Hannah Pickens, and law clerks Stephen Janda and Jaq Kang. Partner Bill McRae, associate Anthony Yanez, and law clerk Colleen O’Donnell provided tax advice. All lawyers are based in New York.

Involved fees earner: Elizabeth Chang – Cleary Gottlieb Steen & Hamilton; Rigoberto Chavez – Cleary Gottlieb Steen & Hamilton; Jeffrey Karpf – Cleary Gottlieb Steen & Hamilton; William McRae – Cleary Gottlieb Steen & Hamilton; Hannah Pickens – Cleary Gottlieb Steen & Hamilton; Anthony Yanez – Cleary Gottlieb Steen & Hamilton;

Law Firms: Cleary Gottlieb Steen & Hamilton;

Clients: Citigroup Global Markets Ltd;