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Offerings Brochure | January 2013
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5
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Strategic Market Access Notes Based Upon a Basket of Energy-Related Master
Limited Partnerships
Indicative Terms*
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Issuer:
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Citigroup Inc.
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Offering:
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Strategic Market Access Notes Based Upon a Basket of Energy-Related Master Limited
Partnerships
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Underlying Basket:
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The common units of the following ten MLPs comprise the basket components: Access Midstream
Partners L.P.; DCP Midstream Partners, LP; Enterprise Product Partners L.P.; EQT Midstream Partners LP; Golar LNG Partners LP; MarkWest Energy Partners, L.P.; Targa Resources Partners, LP; Plains All American Pipeline, L.P.; Western Gas Partners,
LP; Williams Partners L.P.
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Issue Price:
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The notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess
thereof. The minimum investment amount will be notes having an aggregate stated principal amount of $50,000.
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Pricing Date:
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January , 2013 (expected to be January 28, 2013)
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Maturity Date:
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July , 2014 or February , 2015 (expected to be
July 31, 2014 or February 2, 2015). The actual maturity date will be determined on the date the notes are initially priced for sale to the public, which we refer to as the pricing date.
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Payment at Maturity:
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If you hold your notes at maturity, you will receive for each note a maturity payment equal to
the net investment value of the note on the third trading day prior to the maturity date (which we refer to as the valuation date), plus accrued and unpaid interest. The maturity payment you receive, if any, may be less than your initial investment
in the notes and could be zero.
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Interest Payment:
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The amount of interest payable per note will vary and for each quarterly interest period will
equal the sum of (i) the fixed interest amount of 0.10% per annum and (ii) the variable interest amount, which may be zero. The variable interest amount will equal the total amount of ordinary cash dividends with respect to the basket components for
which an ex-date has occurred during each quarterly interest period, if any, for each $1,000 note (which amount we refer to as the dividend amount).
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Interest Payment Dates:
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Quarterly on the of each January, April, July and October, beginning on
April , 2013, and on the maturity date
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Net Investment Value:
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Will be calculated after the deduction of an adjustment factor of 1.00% per annum which will
accrue daily during the term of the notes based upon the net investment value on the immediately preceding trading day. At maturity, you will receive an amount less than the stated principal amount of the notes unless the net investment value on the
valuation date has increased from the net investment value on the pricing date by an amount greater than the sum of (i) the accumulated basket adjustment fee and (ii) a sales charge of $10 per note. The sales charge represents the underwriting fee
payable by us for notes sold in this offering to brokerage accounts.
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Basket Return Percentage:
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Ending basket value
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Starting basket value
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CUSIP:
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1730T0RB7
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Listing:
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The Notes will not be listed on any exchange. You should not invest in the notes unless you are
willing to hold them to maturity.
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Selling Concession:
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1.00%
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For questions, please call your Private Banker
*
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The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All maturities are
approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the exception of the
Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations. Please refer to the relevant investments offering documents and related material(s) for additional information.
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6
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Offerings Brochure | January 2013
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Investor Profile
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Investor Seeks:
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Investor Can Accept:
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Fixed coupon payment
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A holding period of approximately [18-24]
months
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A short-term Master Limited Partnerships-linked investment
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The possibility of losing part or all of the principal amount
invested if not held to maturity
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The complete description of the risks associated with this
investment as outlined in the Risk Factors section of the applicable preliminary pricing supplement
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For questions, please call your Private Banker
*
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The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All maturities are
approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the exception of the
Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations. Please refer to the relevant investments offering documents and related material(s) for additional information.
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Offerings Brochure | January 2013
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7
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Important Information for the Monthly Offerings
Investment Information
The investments set forth in the previous pages are intended for general indication only of the CitiFirst Investments offerings. The issuer reserves the
right to terminate any offering prior to its pricing date or to close ticketing early on any offering.
SEC Registered (Public) Offerings
Each issuer and guarantor, if
applicable, has separately filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the SEC) for the SEC registered offerings by that issuer or guarantor, if applicable, to which this
communication relates. Before you invest in any of the registered offerings identified in this Offerings Brochure, you should read the prospectus in the applicable registration statement and the other documents the issuer and guarantor, if
applicable, have filed with the SEC for more complete information about that issuer, the guarantor, if applicable, and offerings. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
For Registered Offerings Issued by: Citigroup Inc.
Issuers Registration Statement Number: 333-172554
Issuers CIK on the SEC Website:
0001318281
Alternatively, you can request a prospectus and any other documents related to the offerings, either in hard copy or electronic
form, by calling toll-free 1-877-858-5407 or by calling your Private Banker.
The SEC registered securities described herein are not bank
deposits but are senior, unsecured debt obligations of the issuer. The SEC registered securities are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency or instrumentality.
Market-Linked Certificates of Deposit
The Market-Linked Deposits (MLDs) are
not SEC registered offerings and are not required to be so registered. For indicative terms and conditions on any MLD, please contact your Private Banker or call the toll-free number 1-877-858-5407.
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8
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Offerings Brochure | January 2013
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Overview of Key Benefits and Risks of Investments
Benefits
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Investors can access investments linked to a variety of underlying assets or indices, such as domestic and foreign indices, exchange-traded funds,
commodities, foreign-exchange, interest rates, equities, or a combination thereof.
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Structured investments can offer unique risk/ return profiles to match investment objectives, such as the amount of principal due at maturity, periodic
income, and enhanced returns.
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Risks
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The risks below are not intended to be an exhaustive list of the risks associated with a particular CitiFirst Structured Investment offering. Before
you invest in any CitiFirst Structured Investment you should thoroughly review the particular investments offering document(s) and related material(s) for a comprehensive description of the risks and considerations associated with the
particular investment.
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The terms of certain investments provide that the full principal amount is due at maturity, subject to the applicable issuer or guarantor credit risk.
However, if an investor sells or redeems such investment prior to maturity, the investor may receive an amount less than his/her original investment.
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The terms of certain investments provide that the payment due at maturity could be significantly less than the full principal amount and, for certain
investments, could be zero. In these cases, an investor may receive an amount significantly less than his/ her original investment and may receive nothing at maturity of the investment.
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Appreciation May Be Limited Depending on the investment, an investors appreciation may be limited by a maximum amount payable or by the
extent to which the return reflects the performance of the underlying asset or index.
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Issuer or Guarantor Credit Risk All payments on CitiFirst Structured Investments are dependent on the applicable issuers or
guarantors ability to pay all amounts due on
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these investments including any principal due at maturity and therefore investors are subject to the credit risk of the applicable issuer or guarantor.
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Secondary Market There may be little or no secondary market for a particular investment. If the applicable offering document(s) so specifies,
the issuer may apply to list an investment on a securities exchange, but it is not possible to predict whether any investment will meet the listing requirements of that particular exchange, or if listed, whether any secondary market will exist.
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Resale Value of a CitiFirst Structured Investment May be Lower than Your Initial Investment Due to, among other things, the changes in the price
of and dividend yield on the underlying asset, interest rates, the earnings performance of the issuer of the underlying asset, the applicable issuer or guarantor of the CitiFirst Structured Investments perceived creditworthiness, the
investment may trade, if at all, at prices below its initial issue price and an investor could receive substantially less than the amount of his/her original investment upon any resale of the investment.
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Volatility of the Underlying Asset or Index Depending on the investment, the amount you receive at maturity could depend on the price or value
of the underlying asset or index during the term of the trade as well as where the price or value of the underlying asset or index is at maturity; thus, the volatility of the underlying asset or index, which is the term used to describe the size and
frequency of market fluctuations in the price or value of the underlying asset or index, may result in an investor receiving an amount less than he/she would otherwise receive.
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Potential for Lower Comparable Yield The effective yield on any investment may be less than that which would be payable on a conventional
fixed-rate debt security of the same issuer with comparable maturity.
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Affiliate Research Reports and Commentary Affiliates of the particular issuer may publish research reports or otherwise express opinions or
provide recommendations from time to time regarding the underlying asset or index which may influence the price or value of the underlying asset or index and, therefore, the value of the investment. Further, any
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research, opinion or recommendation expressed within such research reports may not be consistent with purchasing, holding or selling the investment.
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The United States Federal Income Tax Consequences of Structured Investments are Uncertain No statutory, judicial or administrative authority
directly addresses the characterization of structured investments for U.S. federal income tax purposes. The tax treatment of a structured investment may be very different than that of its underlying asset. As a result, significant aspects of the
U.S. federal income tax consequences and treatment of an investment are not certain. The offering document(s) for each structured investment contains tax conclusions and discussions about the expected U.S. federal income tax consequences and
treatment of the related structured investment. However, no ruling is being requested from the Internal Revenue Service with respect to any structured investment and no assurance can be given that the Internal Revenue Service will agree with the tax
conclusions and treatment expressed within the offering document(s) of a particular structured investment. Citigroup Global Markets Inc., its affiliates, and employees do not provide tax or legal advice. Investors should consult with their own
professional advisor(s) on such matters before investing in any structured investment.
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Fees and Conflicts The issuer of a structured investment and its affiliates may play a variety of roles in connection with the investment,
including acting as calculation agent and hedging the issuers obligations under the investment. In performing these duties, the economic interests of the affiliates of the issuer may be adverse to the interests of the investor.
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Offerings Brochure | January 2013
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9
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Additional Considerations
Please note that the information contained in this brochure is current as of the date indicated and is not
intended to be a complete description of the terms, risks and benefits associated with any particular structured investment. Therefore, all of the information set forth herein is qualified in its entirety by the more detailed information provided in
the offering documents(s) and related material for the respective structured investment.
The structured investments discussed within this
brochure are not suitable for all investors. Prospective investors should evaluate their financial objectives and tolerance for risk prior to investing in any structured investment.
Tax Disclosure
Citigroup Global Markets Inc., its affiliates and employees do not provide tax or
legal advice. To the extent that this brochure or any offering document(s) concerns tax matters, it is not intended to be used and cannot be used by a taxpayer for the purpose of avoiding penalties that may be imposed by law. Any such taxpayer
should seek advice based on the taxpayers particular circumstances from an independent tax advisor.
ERISA and IRA Purchase
Considerations
Employee benefit plans subject to ERISA, entities the assets of which are deemed to constitute the assets of such plans,
governmental or other plans subject to laws substantially similar to ERISA and retirement accounts (including Keogh, SEP and SIMPLE plans, individual retirement accounts and individual retirement annuities) are permitted to purchase structured
investments as long as either (A) (1) no Citigroup Global Markets affiliate or employee is a fiduciary to such plan or retirement account that has or exercises any discretionary authority or control with respect to the assets of such plan
or
retirement account used to purchase the structured investments or renders investment advice with respect to those assets, and (2) such
plan or retirement account is paying no more than adequate consideration for the structured
investments or (B) its acquisition and
holding of the structured in is not prohibited by any such provisions or laws or is exempt from any such prohibition.
However, individual
retirement accounts, individual retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts, will
not
be permitted to purchase or hold the structured investments
if the account, plan or annuity is for the benefit of an employee of Citigroup Global Markets or Morgan Stanley Smith Barney or a family
member and the employee receives any compensation (such as, for example, an addition to bonus) based
on the purchase of structured investments by the account, plan or annuity.
You should refer to the section ERISA Matters in the applicable offering document(s) for more information.
Distribution Limitations and Considerations
This document may not be distributed in any jurisdiction where it is unlawful to do so. The investments described in this document may not be marketed, or
sold or be available for offer or sale in any jurisdiction outside of the U.S., unless explicitly stated in the offering document(s) and related materials. In particular:
WARNING TO INVESTORS IN HONG KONG ONLY: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. Investors are advised to exercise caution in relation to the offer.
If Investors are in any doubt about any of the contents of this document, they should obtain independent professional advice.
This offer is
not being made in Hong Kong, by means of any document, other than (1) to persons whose ordinary business it is to buy or sell shares or debentures (whether as principal or agent); (2) to professional investors within the
meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the SFO) and any rules made under the SFO; or (3) in other circumstances which do not result in the document being a prospectus as defined in the
Companies Ordinance (Cap. 32) of Hong Kong (the CO) or which do not constitute an offer to the public within the meaning of the CO.
There is no advertisement, invitation or document relating to structured investments, which is directed at, or the contents of which are likely to be
accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to structured investments which are or are intended to be disposed of only to persons outside Hong Kong or only to the
persons or in the circumstances described in the preceding paragraph.
WARNING TO INVESTORS IN SINGAPORE ONLY: This document has not been
registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of the Singapore Statutes (the Securities and Futures Act). Accordingly, neither this document nor any other document or material
in connection with the offer or sale, or invitation for subscription or purchase, of the structured investments may be circulated
or distributed, nor may the structured investments be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, to the public or any member of the public in Singapore other than in circumstances where the registration of a prospectus is not required and thus only (1) to an
institutional investor or other person falling within section 274 of the Securities and Futures Act, (2) to a relevant person (as defined in section 275 of the Securities and Futures Act) or to any person pursuant to section 275(1A) of the
Securities and Futures Act and in accordance with the conditions specified in section 275 of that Act, or (3) pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act. No person
receiving a copy of this document may treat the same as constituting any invitation to him/ her, unless in the relevant territory such an invitation could be lawfully made to him/her without compliance with any registration or other legal
requirements or where such registration or other legal requirements have been complied with. Each of the following relevant persons specified in Section 275 of the Securities and Futures Act who has subscribed for or purchased structured
investments, namely a person who is:
(a) a corporation (which is not an accredited investor) the sole business of which is to hold
investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, or (b) a trust (other than a trust the trustee of which is an accredited investor) whose sole purpose is to hold
investments and of which each beneficiary is an individual who is an accredited investor, should note that securities of that corporation or the beneficiaries rights and interest in that trust may not be transferred for 6 months after that
corporation or that trust has acquired the structured investments under Section 275 of the Securities and Futures Act pursuant to an offer made in reliance on an exemption under Section 275 of the Securities and Futures Act unless:
(i) the transfer is made only to institutional investors, or relevant persons as defined in Section 275(2) of that Act, or arises from
an offer referred to in Section 275(1A) of that Act (in the case of a corporation) or in accordance with Section 276(4)(i)(B) of that Act (in the case of a trust);
(ii) no consideration is or will be given for the transfer; or
(iii) the transfer is by
operation of law.
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10
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Offerings Brochure | January 2013
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Notes
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Offerings Brochure | January 2013
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11
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Notes
NOTES | DEPOSITS | CERTIFICATES | OTC DERIVATIVES
To discuss investment ideas and strategies, Private Bankers may call our sales team.
Private Investors should call their private banker.
Client service number for Private Bankers in the Americas:
+1 (212) 723-3916
For more information, please go to
www.citifirst.com
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Investment Group and has been licensed for use by Citigroup Inc.
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2013 Citigroup Global Markets Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its subsidiaries and are
used and registered throughout the world.