SUMMARY INFORMATION Q&A
What Are the Notes?
The notes are senior unsecured debt securities of Citigroup Funding Inc. offering no principal protection. Any maturity payment you
receive may be less than your initial investment in the notes and could be zero. Any payments due on the notes, including at maturity, will be based on the performance of the basket components contained in the energy MLP basket. The basket
components will be initially equally weighted and rebalanced to equal weighting on August , 2013 or November , 2013 (approximately nine or twelve months from the pricing date, to be determined on the
pricing date, which we refer to as the basket rebalancing date). The common units of the following ten MLPs comprise the basket components:
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MLP Name
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Ticker
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Exchange
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Atlas Pipeline Partners L.P.
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APL
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NYSE
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Enbridge Energy Partners, L.P.
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EEP
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NYSE
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Energy Transfer Equity, L.P.
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ETE
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NYSE
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Enterprise Products Partners L.P.
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EPD
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NYSE
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Genesis Energy, L.P.
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GEL
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NYSE
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Magellan Midstream Partners, L.P.
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MMP
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NYSE
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MarkWest Energy Partners, L.P.
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MWE
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NYSE
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Targa Resources Partners, L.P.
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NGLS
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NYSE
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Western Gas Partners, L.P.
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WES
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NYSE
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Williams Partners L.P.
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WPZ
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NYSE
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We will pay interest on the notes quarterly on the of
each February, May, August and November, beginning on February , 2013, and on the maturity date. 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.
On the pricing date, the net investment
value will be $990 per note. On any trading day after the pricing date, the net investment value per note will equal (A) (i) $990
multiplied by
(ii) the basket return percentage
plus
(B) any accrued and unpaid
dividend amount up to and including that trading day
minus
(C) the accumulated basket adjustment fee.
At
maturity, you will receive for any note you then hold a maturity payment equal to the net investment value of the note on the valuation date. Because the net investment value per note will be determined by multiplying the basket return percentage by
$990, not $1,000 per note, only 99.00% of your initial investment in the notes will participate in the appreciation, if any, of the energy MLP basket. You should refer to Description of the Notes Net Investment Value in this
pricing supplement for more information.
The net investment value 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 your initial investment in 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.
If you choose to sell your notes in the secondary market, if any, prior to maturity, the price at which you will be able to
sell your notes will depend on a number of factors and may be substantially less than the amount you originally invest.
The
notes will mature on May , 2014 or November , 2014 (to be determined on the pricing date). The notes are a series of senior unsecured debt securities issued by Citigroup Funding Inc., the payments on
which are fully and unconditionally guaranteed by Citigroup Inc. The notes will rank equally with all other unsecured and unsubordinated debt of Citigroup Funding, and as a result of the guarantee any payments due under the notes will rank equally
with all other unsecured and unsubordinated debt of Citigroup Inc.
The return of the full principal amount of your investment at maturity is not guaranteed
. All payments on the notes are subject to the credit risk of Citigroup Inc.
Each note represents a principal amount of $1,000. You may transfer the notes only in units of $1,000 and integral multiples
of $1,000. The minimum investment amount will be $1,000. You will not have the right to receive physical certificates evidencing
PS-2
your ownership except under limited circumstances. Instead, we will issue the notes in the form of a global certificate, which will be held by The Depository Trust Company (DTC) or
its nominee. Direct and indirect participants in DTC will record beneficial ownership of the notes by individual investors. Accountholders in the Euroclear or Clearstream Banking clearance systems may hold beneficial interests in the notes through
the accounts those systems maintain with DTC. You should refer to the section Description of the Notes Book-Entry System in the accompanying prospectus supplement and the section Description of Debt Securities
Book-Entry Procedures and Settlement in the accompanying prospectus.
Will I Receive Interest on the Notes?
Yes. The notes will bear a total amount of interest equal to the sum of a (i) the fixed interest amount and (ii) the variable
interest amount, which may be zero. We will pay interest in cash quarterly on the of each February, May, August and November, beginning on February , 2013, and on the maturity date. We refer to each of
these quarterly payment dates as an interest payment date and to the date three trading days prior to each interest payment date as an interest determination date. Each period from but excluding an interest determination date, or the pricing date,
to and including the next interest determination date, we refer to as an interest period. The interest rate calculated for any interest period is applicable only to that interest period. The interest payments for any other interest period will vary
and may be as little as $0.25 per note.
The fixed interest amount for any interest period will equal 0.10% per annum and
will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
The variable interest amount for any
interest period will equal the dividend amount accrued from but excluding the prior interest determination date to and including the next following interest determination date (or, in the case of the first interest period, from but excluding the
pricing date to and including the first interest determination date). If the dividend amount is zero on any interest determination date, you will not receive a variable interest amount for the related interest period, and your interest payment for
that interest period will be as little as $0.25 per note.
The dividend amount will equal the total amount of ordinary cash
dividends with respect to the basket components for which an ex-date has occurred during the relevant time period, if any, for each $1,000 note.
The ex-date relating to the cash dividend on any basket component is the first date on which such common units trade in the regular way on their principal national securities exchange without the right to
receive this cash dividend.
The structure of the interest payments on the notes differs from notes that bear interest at a
fixed rate. You should understand how the interest rate calculations work before you invest in the notes. You can find more information in the section Description of the Notes Interest in this pricing supplement.
Is There a Possibility of Loss of Principal?
Yes. The maturity payment, if any, will be based upon the net investment value on the third trading day prior to maturity. In order for you to receive at maturity at least your initial investment in the
notes, the net investment value on the valuation date must be have 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. If the net investment value declines or does not increase sufficiently, the payment you receive at maturity, if any, will be less, and possibly significantly less, than the $1,000 per note you invested. You should refer to
Description of the Notes Amounts Payable at Maturity Hypothetical Examples and Risk Factors Relating to the Notes The Notes Are Not Principal Protected. At Maturity You May Receive Less than Your Initial
Investment in the Notes if the Value of the Energy MLP Basket Declines or Does Not Increase Significantly.
Additionally, if you choose to sell your notes in the secondary market, if any, prior to maturity, the price at which you will be able to
sell your notes will depend on a number of factors and may be substantially less than the amount you originally invest.
What Is the Net
Investment Value of the Notes?
On the pricing date, the net investment value will be $990. On any trading day after the
pricing date, the net investment value per note will equal (A) (i) $990.00
multiplied by
(ii) the basket return percentage
plus
(B) any accrued and unpaid dividend amount up to and including that trading day
minus
(C) the accumulated basket adjustment fee.
The basket return percentage on any trading day will equal the
following fraction, expressed as a percentage:
PS-3
Ending basket value
Starting basket value
The starting basket value will equal 100 and will be set on the pricing date.
The ending basket value on any trading day will equal the closing value of the energy MLP basket on that trading day.
The closing value of the energy MLP basket on any trading day will equal the sum of the products of (i) the closing price of a
basket component on that trading day and (ii) that basket components applicable basket composition ratio. The basket composition ratio for each basket component will be determined on the pricing date and on the basket rebalancing date
(approximately nine or twelve months after the pricing date, to be determined on the pricing date).
The accumulated basket
adjustment fee on any trading day will equal the following formula:
where
,
A equals the accumulated basket adjustment fee on the immediately preceding trading day;
B equals the basket adjustment factor of 1.00%;
C equals the number of calendar
days since the immediately preceding trading day; and D equals the net investment value on the immediately preceding trading day.
For more specific information about the net investment value, basket return percentage, closing value of the energy MLP basket, dividend amount, basket adjustment factor, and the effect of a market
disruption event on the determination of the net investment value of the notes, please see Description of the Notes Net Investment Value in this pricing supplement.
What Will I Receive at Maturity of the Notes?
If you do not sell your
notes in the secondary market, if any, the payment you receive at maturity of the notes, if any, will be equal to the net investment value of the notes determined on the valuation date. The net investment value of the notes on the valuation date
will depend on the performance of the energy MLP basket from the pricing date to the valuation date. In order for you to receive at least your initial investment of $1,000 per note, the net investment value on the valuation date must have 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. Otherwise, the amount you receive, if any, will be less than your
initial investment in the notes and could be zero.
Where Can I Find Examples of Hypothetical Interest Payments and Maturity Payments?
For a table setting forth hypothetical interest payments and maturity payments on the notes, see Description of the
Notes Hypothetical Examples of Interest Payments and Maturity Payments in this pricing supplement.
What Are the Costs Related
to an Investment in the Notes?
Sales Charge
: The net investment value per note on any trading day after the
pricing date will be determined by multiplying the basket return percentage by $990, not $1,000 per note. This $10 deduction per note is paid to Citigroup Global Markets Inc. and is comparable to paying an underwriting fee of 1.00% per note.
Basket Adjustment Factor
: The net investment value 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. The deduction of this accumulated basket adjustment fee will reduce the net investment value and
therefore, the return on your investment in the notes, if any. Taking the sales charge and the basket adjustment factor together, the net investment value on the valuation date must have increased from the net investment value on the pricing date by
an amount greater than the sum of (i) the
PS-4
accumulated basket adjustment fee and (ii) a sales charge of $10 per note in order for you to receive at least your initial investment in the notes.
For further information on the basket adjustment factor, please see Description of the Notes Net Investment Value in
this pricing supplement. You should also refer to Risk Factors Relating to the Notes You Will Not Fully Participate in any Appreciation of the Energy MLP Basket in this pricing supplement.
Who Determines the Value of the Energy MLP Basket and What Does it Measure?
Citigroup Global Markets Inc., as calculation agent, will determine the value of the energy MLP basket as described in the section
Description of the Notes Net Investment Value in this pricing supplement. The energy MLP basket will represent the weighted returns of the common units of ten energy-related MLPs (the basket components) from the pricing date
through the valuation date. Each of the basket components initially will be equally weighted based on the closing price of each basket component on the pricing date, as determined by the calculation agent, to achieve a starting basket value of 100
for the energy MLP basket on that date. The basket components will be rebalanced to equal weighting on the basket rebalancing date. For further information on the rebalancing of the energy MLP basket, please see Description of the Energy MLP
Basket Rebalancing of the Energy MLP Basket in this pricing supplement.
Please note that an investment in the
notes does not entitle you to any direct dividend payments from the MLP issuers, voting rights or any other ownership or other interest in respect of the basket components and the MLP issuers.
How Have the Basket Components Performed Historically?
We have provided a table showing the high and low closing prices, as well as the ordinary cash dividends paid per common unit, for each quarterly period from January 3, 2006 (or the earliest date
thereafter for which information is available) through October 31, 2012 as well as a graph of the daily closing prices of each basket component. You can find the tables and graphs in the section Description of the Basket Components.
We have provided this historical information to help you evaluate the behavior of the basket components in recent years. However, past performance is not indicative of how the basket components will perform in the future or whether or not cash
dividends will be paid on the basket components during the term of the notes. You should also refer to the section Risk Factors Relating to the Notes The Historical Performance of the Basket Components Are Not Indicative of the Future
Performance of the Basket Components in this pricing supplement.
What Are the U.S. Federal Income Tax Consequences of Investing in
the Notes?
In purchasing a note, you agree with Citigroup Funding that you and Citigroup Funding intend to treat the note
as a cash-settled prepaid forward contract providing for the future payment based on the value of the energy MLP basket, under which an amount equal to the purchase price of the note is treated as an interest-bearing cash deposit to be applied at
maturity in full satisfaction of the holders payment obligation under the prepaid forward contract. Payments of interest on the notes will be taxable to a U.S. Holder as ordinary income at the time that such payments are accrued or received in
accordance with the U.S. Holders method of tax accounting. In addition, and subject to the discussion below about Section 1260 of the Code, a U.S. Holder generally will recognize capital gain or loss equal to the difference between the
amount realized on the sale, redemption or other taxable disposition and the U.S. Holders tax basis in the note. In addition, at maturity a U.S. Holder will recognize capital gain or loss under such treatment equal to any difference between
the amount of cash received from Citigroup Funding and the U.S. Holders tax basis in the note at that time. Gain or loss on the sale, redemption or other taxable disposition of the notes generally will be long-term capital gain or loss under
such treatment if the U.S. Holder has held the notes for more than one year at maturity. A U.S. Holder should be aware that the notes are subject to the constructive ownership rules set forth in Section 1260 of the Code, which
re-characterizes long-term capital gain that may be recognized in respect of the notes as ordinary income to the extent such gain is greater than the long-term gain that would have been realized on a comparable direct investment in the basket
components and imposes an interest charge on the deemed underpayment of tax with respect to certain income items that are considered to have been deferred by a holder who invests in the notes rather than in the MLPs directly.
You should note that no statutory, judicial or administrative authority directly addresses the characterization of the notes or
instruments similar to the notes for U.S. federal income tax purposes. No ruling is being requested from the Internal Revenue Service with respect to the notes and no assurance can be given that the Internal Revenue Service will agree with the
conclusions expressed under Certain United States Federal Income Tax Considerations in this pricing supplement.
PS-5
Will the Notes Be Listed on a Securities Exchange?
No. The notes will not be listed on any exchange.
Can You Tell Me More About Citigroup Inc. and Citigroup Funding Inc.?
Citigroup Inc. is a diversified global financial services holding company whose businesses provide a broad range of financial services to
consumer and corporate customers. Citigroup Funding Inc. is a wholly-owned subsidiary of Citigroup Inc. whose business activities consist primarily of providing funds to Citigroup Inc. and its subsidiaries for general corporate purposes.
What Is the Role of Citigroup Funding Inc. and Citigroup Inc.s Affiliate, Citigroup Global Markets Inc.?
Our affiliate, Citigroup Global Markets Inc. (Citigroup Global Markets), is the underwriter for the offering and sale of the
notes. After the initial offering, Citigroup Global Markets and/or other of our affiliated dealers currently intend, but are not obligated, to buy and sell the notes to create a secondary market for holders of the notes, and may engage in other
activities described in the sections Plan of Distribution; Conflicts of Interest in this pricing supplement, the accompanying prospectus supplement and prospectus. However, neither Citigroup Global Markets nor any of these affiliates
will be obligated to engage in any market-making activities, or continue those activities once it has started them.
Citigroup
Global Markets will also act as calculation agent for the notes. As calculation agent, Citigroup Global Markets will make determinations with respect to the notes. You should refer to Risk Factors Relating to the NotesThe Calculation
Agent, Which Is an Affiliate of Ours, Will Make Determinations With Respect to the Notes in this pricing supplement for more information.
Can You Tell Me More About the Effect of Citigroup Funding Inc.s Hedging Activity?
We expect to hedge our obligations under the notes through one or more of our affiliates. This hedging activity will likely involve
trading in one or more of the basket components or in other instruments, such as options, swaps or futures, based on one or more of the basket components. The costs of maintaining or adjusting this hedging activity could affect the price at which
our affiliate Citigroup Global Markets may be willing to purchase your notes in the secondary market. Moreover, this hedging activity may result in our or our affiliates receipt of a profit, even if the market value of the notes declines. You
should refer to Risk Factors Relating to the Notes Citigroup Fundings Hedging Activity Could Result in a Conflict of Interest, The Price at Which You Will Be Able to Sell Your Notes Prior to Maturity Will
Depend on a Number of Factors and May Be Substantially Less Than the Amount You Originally Invest in this pricing supplement, Risk Factors Citigroup Funding Inc.s Hedging Activity Could Result in a Conflict of Interest
in the accompanying prospectus supplement and Use of Proceeds and Hedging in the accompanying prospectus.
Does ERISA Impose
Any Limitations on Purchases of the Notes?
Employee benefit plans and other entities the assets of which are subject to
the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or substantially similar federal, state or local laws, including
individual retirement accounts, (which we call Plans) will be permitted to purchase and hold the notes, provided that each such Plan shall by its purchase be deemed to represent and warrant either that (A) (i) none of Citigroup
Global Markets, its affiliates or any employee thereof is a Plan fiduciary that has or exercises any discretionary authority or control with respect to the Plans assets used to purchase the notes or renders investment advice with respect to
those assets and (ii) the Plan is paying no more than adequate consideration for the notes or (B) its acquisition and holding of the notes 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 notes if the
account, plan or annuity is for the benefit of an employee of Citigroup Global Markets or a family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of notes by the account, plan or
annuity. Please refer to the section ERISA Matters in this pricing supplement for further information.
Are There Any Risks
Associated With My Investment?
Yes, the notes are subject to a number of risks. Please refer to the section Risk
Factors Relating to the Notes in this pricing supplement.
PS-6
DESCRIPTION OF THE NOTES
You should read this pricing supplement together with the accompanying prospectus supplement and prospectus before making your
decision to invest in the Notes. The description in this pricing supplement of the particular terms of the Notes supplements, and to the extent inconsistent therewith replaces, the descriptions of the general terms and provisions of the debt
securities set forth in the accompanying prospectus supplement and prospectus.
You may access the prospectus
supplement and prospectus on the SEC Web site at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC Web site):
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Prospectus Supplement and Prospectus filed on May 12, 2011:
http://www.sec.gov/Archives/edgar/data/831001/000095012311049309/y91273b2e424b2.htm
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General
The Strategic Market Access Notes based upon a Basket of Energy-Related Master Limited Partnerships (the Notes) are senior
unsecured debt securities offering no principal protection. The amount you receive at maturity, if any, will be based on the performance of a basket of energy-related Master Limited Partnerships (the Energy MLP Basket) and may be less
than your initial investment in the notes and could be zero.
The Energy MLP Basket is comprised of the common units of ten
energy-related MLPs (the Basket Components) and will be initially equally weighted and rebalanced to equal weighting on the Basket Rebalancing Date. The Basket Components are as follows:
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MLP Name
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Ticker
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Exchange
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Atlas Pipeline Partners L.P.
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APL
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NYSE
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Enbridge Energy Partners, L.P.
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EEP
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NYSE
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Energy Transfer Equity, L.P.
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ETE
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NYSE
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Enterprise Products Partners L.P.
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EPD
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NYSE
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Genesis Energy, L.P.
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GEL
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NYSE
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Magellan Midstream Partners, L.P.
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MMP
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NYSE
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MarkWest Energy Partners, L.P.
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MWE
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NYSE
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Targa Resources Partners, L.P.
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NGLS
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NYSE
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Western Gas Partners, L.P.
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WES
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NYSE
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Williams Partners L.P.
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WPZ
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NYSE
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The Notes are a series of debt securities issued under the senior debt indenture described in the
accompanying prospectus, any payments on which, including the repayment of principal, are fully and unconditionally guaranteed by Citigroup Inc. The aggregate principal amount of Notes issued will be
$ ( Notes). The Notes will mature on May , 2014 or
November , 2014 (to be determined on the pricing date). The Notes will constitute part of the senior unsecured debt of Citigroup Funding and will rank equally with all other unsecured and unsubordinated debt of Citigroup
Funding. The guarantee of payments due under the Notes will rank equally with all other unsecured and unsubordinated debt of Citigroup Inc.
The return of the full principal amount of your investment in the Notes at maturity is not guaranteed.
All payments on the Notes are subject to the credit risk of Citigroup Inc. The Notes will be issued only in fully registered form and in denominations of $1,000 per Note and integral multiples thereof. The minimum investment amount will be
$1,000.
Reference is made to the accompanying prospectus supplement and prospectus for a detailed summary of additional
provisions of the Notes and of the senior debt indenture under which the Notes will be issued.
PS-12
Interest
The Notes will bear a total amount of interest equal to the sum of a (i) the Fixed Interest Amount and (ii) the Variable Interest Amount, which may be zero. We will pay interest in cash
quarterly on the of each February, May, August and November, beginning on February , 2013, and on the maturity date. We refer to each of these quarterly payment dates as an Interest Payment Date and to
the date three Trading Days prior to each Interest Payment Date as an Interest Determination Date. Each period from but excluding an Interest Determination Date, or the Pricing Date, to and including the next Interest Determination Date, we refer to
as an Interest Period. The interest payment calculated for any Interest Period is applicable only to that Interest Period. The interest payments for any other Interest Period will vary and may be as little as $0.25 per Note.
The Fixed Interest Amount for any Interest Period will equal 0.10% per annum and will be calculated on the basis of a 360-day year
consisting of twelve 30-day months.
The Variable Interest Amount for any Interest Period will equal the Dividend Amount
accrued from but excluding the prior Interest Determination Date to and including the next following Interest Determination Date (or, in the case of the first Interest Period, from but excluding the Pricing Date to and including the first Interest
Determination Date). If the Dividend Amount is zero on any Interest Determination Date, you will not receive a Variable Interest Amount for the related Interest Period, and your interest payment for that Interest Period will be as little as $0.25
per Note.
The Dividend Amount will equal the total amount of ordinary cash dividends with respect to the Basket Components
for which an Ex-Date has occurred during the relevant time period, if any, for each $1,000 Note.
The Ex-Date relating to the
cash dividend on any Basket Component is the first date on which such common units trade in the regular way on their principal national securities exchange without the right to receive this cash dividend.
Payment at Maturity
If
you do not sell your Notes in the secondary market, if any, the payment you receive at maturity of the Notes, if any, will be equal to the Net Investment Value of the Notes determined on the Valuation Date. The Net Investment Value of the Notes on
the Valuation Date will depend on the performance of the Energy MLP Basket from the Pricing Date to the Valuation Date.
In
order for you to receive at maturity at least your initial investment of $1,000 per Note, the Net Investment Value on the Valuation Date must have increased from the Net Investment Value on the Pricing Date by an amount greater than the sum of
(i) Accumulated Basket Adjustment Fee and (ii) a sales charge of $10 per Note. Otherwise, the amount you receive at maturity, if any, will be less than your initial investment in the Notes and could be zero.
Net Investment Value
On the Pricing Date, the Net Investment Value will be $990 per Note. On any Trading Day after the Pricing Date, the Net Investment Value
per Note will equal:
($990 x Basket Return Percentage) + Accrued Dividend Amount Accumulated Basket Adjustment Fee
The Basket Return Percentage on any Trading Day will equal the following fraction, expressed as a percentage:
Ending Basket Value
Starting Basket Value
The Starting Basket Value will equal 100 and will be set
on the Pricing Date.
The Ending Basket Value on any Trading Day will equal the Closing Value of the Energy MLP Basket on that
Trading Day.
The Closing Value of the Energy MLP Basket on any Trading Day will equal the sum of the products of (i) the
closing price of a Basket Component on that Trading Day and (ii) that Basket Components Basket Composition Ratio.
PS-13
On each Trading Day from and including the Pricing Date to and excluding the Basket
Rebalancing Date, the Basket Composition Ratio for each Basket Component will equal (100
divided by
10)
divided by
the closing price of that Basket Component on the Pricing Date.
On each Trading Day from and including the Basket Rebalancing Date to and including the Valuation Date, the Basket Composition Ratio for
each Basket Component will equal (A) (i) the Ending Basket Value on the Basket Rebalancing Date
divided by
(ii) the number of Basket Components on the Basket Rebalancing Date
divided by
(B) the closing price of that
Basket Component on the Basket Rebalancing Date.
The Basket Rebalancing Date will be August , 2013 or
November , 2013 (approximately nine or twelve months after the Pricing Date, to be determined on the Pricing Date).
The Accrued Dividend Amount on any Trading Day will equal the accrued and unpaid Dividend Amount up to and including that Trading Day.
The Accumulated Basket Adjustment Fee on any Trading Day will equal the following formula:
where,
A equals the Accumulated Basket Adjustment Fee on the immediately preceding Trading Day;
B equals the Basket Adjustment Factor of 1.00%;
C equals the number of calendar
days since the immediately preceding Trading Day; and D equals the Net Investment Value of the Notes on the immediately preceding Trading Day.
The Pricing Date means , 2012, the date on which the Notes are priced for initial
sale to the public.
The Valuation Date will
be , the third Trading Day prior to maturity.
A Trading Day means a day, as determined by the calculation agent, on which trading is generally conducted (or was scheduled to have been generally conducted, but for the occurrence of a Market Disruption
Event) on the New York Stock Exchange, NYSE Alternext US, Nasdaq, the Chicago Mercantile Exchange and the Chicago Board Options Exchange, and in the over-the-counter market for equity securities in the United States.
The closing price of a Basket Component or any other security for which a closing price must be determined (as described in the section
Dilution Adjustments) on any Trading Day will be (1) if the common unit or security is listed on a national securities exchange on that Trading Day, any reported sale price, regular way, of the principal trading session
on that date on the principal national securities exchange on which the common unit or security is listed or admitted to trading, and (2) if the common unit or security is not listed on a national securities exchange on that Trading Day, or if
the reported sale price on such exchange is not obtainable (even if the common unit or security is listed or admitted to trading on such exchange), any reported sale price of the principal trading session on the over-the-counter market on that
date as reported on the OTC Bulletin Board, the National Quotation Bureau or a similar organization. The determination of the closing price by the calculation agent in the event of a Market Disruption Event may be deferred by the calculation
agent for up to five consecutive Trading Days on which a Market Disruption Event is occurring, but not past the Valuation Date. If no reported sale price of the principal trading session is available pursuant to clauses (1) or (2) above or
if there is a Market Disruption Event, the closing price on any Trading Day, unless deferred by the calculation agent as described in the preceding sentence, will be the arithmetic mean, as determined by the calculation agent, of the bid prices of
the common unit or security obtained from as many dealers in such common unit or security (which may include Citigroup Global Markets or any of our other affiliates or subsidiaries), but not exceeding three such dealers, as will make such bid
prices available to the calculation agent. The term OTC Bulletin Board will include any successor to such service.
A Market Disruption Event means the occurrence or existence of any suspension of or limitation imposed on trading (by reason of movements
in price exceeding limits permitted by any exchange or market or otherwise), or the unavailability, through a recognized system of public dissemination of transaction information, of accurate price, volume or related information in respect of
(1) a Basket Component (or any other security for which a closing price must be determined) or (2) any options contracts or futures
PS-14
contracts relating to the Basket Component (or other relevant security), or any options on such futures contracts, on any exchange or market; if, in each case, in the determination of the
calculation agent, any such suspension, limitation or unavailability is material.
Interest Payments and Payments at Maturity
Hypothetical Examples
The examples of hypothetical interest payments and maturity payments set forth below are intended
to illustrate the effect of different Dividend Amounts and Ending Basket Values of the Energy MLP Basket on the amount you will receive in respect of the Notes.
The following examples are for purposes of illustration only and would provide different results if different assumptions were applied. The actual amount you receive on each Interest Payment Date will
depend on the actual Dividend Amount for that Interest Period, and the actual amount you receive if you hold your Notes at maturity will depend on the actual Net Investment Value on the Valuation Date.
Hypothetical Interest Payments
The interest payable on each quarterly Interest Payment Date, which can be as little as $0.25 (0.025% of $1,000 principal amount per Note) per Note, will depend on the Dividend Amount for that Interest
Period. The Dividend Amount will vary and could be zero for any Interest Period. Because the Dividend Amount may be subject to significant variations during each Interest Period, it is not possible to present a complete range of possible interest
amounts
The examples of hypothetical interest amounts set forth below are intended to illustrate the effect of different
Dividend Amounts in each Interest Period, which depends on the actual amount of ordinary cash dividends with respect to the Basket Components for which an Ex-Date has occurred during such Interest Period. The hypothetical interest amounts are based
on the assumption that there are 90 days in each Interest Period, that the Notes have a term of fifteen months and that the Notes are held to maturity. The hypothetical Total Interest Amount for each Interest Period provided in the examples below is
only relevant to such Interest Period. A hypothetical return for one Interest Period is no indication of such return for a subsequent Interest Period.
Example 1: The Dividend Amount is the same in each Interest Period.
Each Interest Period
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|
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Fixed Interest Amount: $0.25 per Note (0.10% per annum on $1,000 per Note)
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Hypothetical Variable Interest Amount: $14.85 per Note (a 6% per annum dividend yield on the Basket Components)
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Hypothetical Total Interest Amount payable on each Interest Payment Date: $15.10 per Note
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Hypothetical Total Interest Amount paid per Note
: $75.50 ($1.25 total Fixed Interest Amount per Note + $74.25 total Variable
Interest Amount per Note)
Example 2: The Dividend Amount decreases after the first Interest Period.
First Interest Period
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Fixed Interest Amount: $0.25 per Note (0.10% per annum on $1,000 per Note)
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Hypothetical Variable Interest Amount: $14.85 per Note (a 6% per annum dividend yield on the Basket Components)
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Hypothetical Total Interest Amount payable on the first Interest Payment Date: $15.10 per Note
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Second Interest Period
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Fixed Interest Amount: $0.25 per Note (0.10% per annum on $1,000 per Note)
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Hypothetical Variable Interest Amount: $2.48 per Note (a 1% per annum dividend yield on the Basket Components)
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PS-15
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Hypothetical Total Interest Amount payable on the second Interest Payment Date: $2.73 per Note
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Third Interest Period
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Fixed Interest Amount: $0.25 per Note (0.10% per annum on $1,000 per Note)
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Hypothetical Variable Interest Amount: $2.48 per Note (a 1% per annum dividend yield on the Basket Components)
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Hypothetical Total Interest Amount payable on the third Interest Payment Date: $2.73 per Note
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Fourth Interest Period
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Fixed Interest Amount: $0.25 per Note (0.10% per annum on $1,000 per Note)
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Hypothetical Variable Interest Amount: $2.48 per Note (a 1% per annum dividend yield on the Basket Components)
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Hypothetical Total Interest Amount payable on the fourth Interest Payment Date: $2.73 per Note
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Fifth Interest Period
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Fixed Interest Amount: $0.25 per Note (0.10% per annum on $1,000 per Note)
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Hypothetical Variable Interest Amount: $2.48 per Note (a 1% per annum dividend yield on the Basket Components)
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Hypothetical Total Interest Amount payable at maturity: $2.73 per Note
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Hypothetical Total Interest Amount paid per Note:
$26.00 ($1.25 total Fixed Interest Amount per Note + $24.75 total Variable
Interest Amount per Note)
Example 3: The Dividend Amount increases after the first Interest Period.
First Interest Period
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Fixed Interest Amount: $0.25 per Note (0.10% per annum on $1,000 per Note)
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Hypothetical Variable Interest Amount: $14.85 per Note (a 6% per annum dividend yield on the Basket Components)
|
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Hypothetical Total Interest Amount payable on the first Interest Payment Date: $15.10 per Note
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Second Interest Period
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Fixed Interest Amount: $0.25 per Note (0.10% per annum on $1,000 issue price)
|
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Hypothetical Variable Interest Amount: $24.75 per Note (a 10% per annum dividend yield on the Basket Components)
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Hypothetical Total Interest Amount payable on the second Interest Payment Date: $25.00 per Note
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Third Interest Period
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Fixed Interest Amount: $0.25 per Note (0.10% per annum on $1,000 issue price)
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Hypothetical Variable Interest Amount: $24.75 per Note (a 10% per annum dividend yield on the Basket Components)
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Hypothetical Total Interest Amount payable on the third Interest Payment Date: $25.00 per Note
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PS-16
Fourth Interest Period
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Fixed Interest Amount: $0.25 per Note (0.10% per annum on $1,000 issue price)
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Hypothetical Variable Interest Amount: $24.75 per Note (a 10% per annum dividend yield on the Basket Components)
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Hypothetical Total Interest Amount payable on the fourth Interest Payment Date: $25.00 per Note
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Fifth Interest Period
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Fixed Interest Amount: $0.25 per Note (0.10% per annum on $1,000 issue price)
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Hypothetical Variable Interest Amount: $24.75 per Note (a 10% per annum dividend yield on the Basket Components)
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Hypothetical Total Interest Amount payable at maturity: $25.00 per Note
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Hypothetical Total Interest Amount paid per Note:
$115.10 ($1.25 total Fixed Interest Amount per Note + $113.85 total Variable
Interest Amount per Note)
Hypothetical Payments at Maturity and Total Returns
The maturity payment due on the Notes will be based on the Net Investment Value on the Valuation Date. The Net Investment Value depends
on the Ending Basket Value, the Dividend Amount and the Accumulated Basket Adjustment Fee. Because the Net Investment Value may be subject to significant variations during the term of the Notes, it is not possible to present a table illustrating a
complete range of possible Net Investment Values or total returns on the Notes.
The examples of hypothetical Net Investment
Values on the Valuation Date, total payments and total returns on the Notes set forth below are intended to illustrate the effect of different Ending Basket Values and Dividend Amounts on the payment due. All of the hypothetical examples below are
based on the following assumptions:
Issue price: $1,000 per Note
Starting Basket Value: 100
Basket Adjustment Factor: 1.00% per annum, which equals a total Accumulated Basket Adjustment Fee of $12.375 (calculated using a constant Hypothetical Net Investment Value of $990 per Note)
1
The Notes are held until maturity.
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Hypothetical
Ending Basket
Value
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Hypothetical
Basket Return
Percentage (1)
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Hypothetical Final
Net Investment Value
per Note
(2)
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Hypothetical
Total
Interest
Amounts per Note
(3)
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Hypothetical
Total Payments
per
Note (4)
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Hypothetical
Total Return
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74
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74%
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$720.23
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$75.50*
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$795.73
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-20.43%
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103
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103%
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$1,007.33
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$75.50*
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$1,082.83
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8.28%
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131
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131%
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$1,284.53
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$75.50*
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$1,360.03
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36.00%
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74
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74%
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$720.23
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$26.00**
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$746.23
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-25.38%
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103
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103%
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$1,007.33
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$26.00**
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$1,033.33
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3.33%
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131
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131%
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$1,284.53
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$26.00**
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$1,310.53
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31.05%
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74
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74%
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$720.23
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$115.10***
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$835.33
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-16.47%
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103
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103%
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$1,007.33
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$115.10***
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$1,122.43
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12.24%
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131
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131%
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$1,284.53
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$115.10***
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$1,399.63
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39.96%
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1
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Actual Accumulated Basket Adjustment Fee will vary over the term of the Notes as the Net Investment Value of the Notes varies.
|
PS-17
(1)
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Hypothetical Basket Return Percentage =
Hypothetical Ending Basket Value
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Hypothetical Starting Basket Value
(2)
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Hypothetical Final Net Investment Value = ($990 x Hypothetical Basket Return Percentage) + Hypothetical Accrued Dividend Amount Hypothetical Accumulated Basket
Adjustment Fee
|
(3)
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* Hypothetical Fixed Interest Amount + Hypothetical Variable Interest Amount, assuming a 6% per annum dividend yield in each Interest Period. See Hypothetical
Interest Payments above.
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** Hypothetical Fixed Interest Amount + Hypothetical Variable Interest Amount,
assuming a 6% per annum dividend yield in the first Interest Period and a 1% per annum dividend yield in each Interest Period thereafter. See Hypothetical Interest Payments above.
*** Hypothetical Fixed Interest Amount + Hypothetical Variable Interest Amount, assuming a 6% per annum dividend yield in the first
Interest Period and a 10% per annum dividend yield in each Interest Period thereafter. See Hypothetical Interest Payments above.
(4)
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Hypothetical Total Payments = Hypothetical Total Interest Amount Paid + Hypothetical Final Net Investment Value
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PS-18
Dilution Adjustments
The closing Basket Composition Ratio for each Basket Component will be subject to adjustment from time to time in certain situations. Any of these adjustments could have an impact on the Net Investment
Value of the Notes. Citigroup Global Markets, as calculation agent, will be responsible for the effectuation and calculation of any adjustment described herein and will furnish the trustee with notice of any adjustment.
If the MLP issuer of the Basket Component, after the Pricing Date:
(1) pays a share dividend or makes a distribution with respect to its common units in such common units
(excluding any common units dividend or distribution for which the number of common units paid or distributed is based on a fixed cash equivalent value),
(2) subdivides or splits its outstanding common units into a greater number of common units,
(3) combines its outstanding common units into a smaller number of common units, or
(4) issues by reclassification of its common units any other common units of the MLP issuer of the Basket Component, then, in each of these cases, the Basket Composition Ratio of
such Basket Component will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the number of common units outstanding immediately after the event, plus, in the case of a reclassification referred to in
(4) above, the number of other common units of the MLP issuer of the Basket Component, and the denominator of which will be the number of common units outstanding immediately before the event.
If an MLP issuer of a Basket Component, after the Pricing Date, issues, or declares a record date in respect of an issuance of, rights or
warrants to all holders of its common units entitling them to subscribe for or purchase its common units at a price per common unit less than the Then-Current Market Price of the common units, other than rights to purchase common units pursuant to a
plan for the reinvestment of dividends or interest, then, in each case, the Basket Composition Ratio will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the number of common units outstanding immediately
before the adjustment is effected by reason of the issuance of such rights or warrants, plus the number of additional common units offered for subscription or purchase pursuant to the rights or warrants, and the denominator of which will be the
number of common units outstanding immediately before the adjustment is effected by reason of the issuance of the rights or warrants, plus the number of additional common units which the aggregate offering price of the total number of common units
offered for subscription or purchase pursuant to the rights or warrants would purchase at the Then-Current Market Price of the common units, which will be determined by multiplying the total number of common units so offered for subscription or
purchase by the exercise price of the rights or warrants and dividing the product obtained by the Then-Current Market Price. To the extent that, after the expiration of the rights or warrants, the common units offered thereby have not been
delivered, the Basket Composition Ratio will be further adjusted to equal the Basket Composition Ratio which would have been in effect had the adjustment for the issuance of the rights or warrants been made upon the basis of delivery of only the
number of common units actually delivered.
If an MLP issuer of a Basket Component, after the Pricing Date, declares or pays a
dividend or makes a distribution to all holders of the common units of any class of its capital stock, the capital stock of one or more of its subsidiaries, evidences of its indebtedness or other non-cash assets, excluding any dividends or
distributions referred to in the above paragraph and excluding any issuance or distribution to all holders of its common units, in the form of Marketable Securities, of capital stock of one or more of its subsidiaries, or issues to all holders of
its common units rights or warrants to subscribe for or purchase any of its or one or more of its subsidiaries securities, other than rights or warrants referred to in the above paragraph, then, in each of these cases, the Basket Composition
Ratio will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the Then-Current Market Price of one common unit, and the denominator of which will be the Then-Current Market Price of one common unit, less the
fair market value as of the time the adjustment is effected of the portion of the capital shares, assets, evidences of indebtedness, rights or warrants so distributed or issued applicable to one common unit. If any capital stock declared or paid as
a dividend or otherwise distributed or issued to all holders of the Basket Component consists, in whole or in part, of Marketable Securities, then the fair market value of such Marketable Securities will be determined by the calculation agent by
reference to the Trading Price of such capital stock. The fair market value of any other distribution or issuance referred to in this paragraph will be determined by a nationally recognized independent investment banking firm retained for this
purpose by Citigroup Funding, whose determination will be final.
If an MLP issuer of a Basket Component, after the Pricing
Date, declares a record date in respect of a distribution of cash, other than any Permitted Dividends described below, any cash distributed in consideration of fractional common units and any cash distributed in a Reorganization Event referred to
below, by dividend or otherwise, to all holders of its common units, then the Basket
PS-19
Composition Ratio will be multipled by a dilution adjustment equal to a fraction, the numerator of which will be the Then-Current Market Price of the common units, and the denominator of which
will be the Then-Current Market Price of the common units on the record date less the amount of the distribution applicable to one common unit which would not be a Permitted Dividend.
For the purposes of these adjustments:
A Permitted Dividend is (1) any cash dividend in respect of a Basket Component and (2) any cash dividend or distribution made in the form of a fixed cash equivalent value for which
the holders of the Basket Component have the option to receive either a number of common units or a fixed amount of cash.
Each dilution adjustment will be effected as follows: in the case of any dividend, distribution or issuance, at the opening of business
on the Business Day next following the record date for determination of holders of the Basket Component entitled to receive this dividend, distribution or issuance or, if the announcement of this dividend, distribution, or issuance is after this
record date, at the time this dividend, distribution or issuance was announced by the MLP issuer of such Basket Component, in the case of any subdivision, split, combination or reclassification, on the effective date of the transaction,
All dilution adjustments will be rounded upward or downward to the nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the
next lower 1/10,000th. No adjustment in the Basket Composition Ratio will be required unless the adjustment would require an increase or decrease of at least one percent therein, provided, however, that any adjustments which by reason of this
sentence are not required to be made will be carried forward (on a percentage basis) and taken into account in any subsequent adjustment. If any announcement or declaration of a record date in respect of a dividend, distribution, issuance or
repurchase requiring an adjustment as described herein is subsequently canceled by the MLP issuer of the Basket Component, or this dividend, distribution, issuance or repurchase fails to receive requisite approvals or fails to occur for any other
reason, then, upon the cancellation, failure of approval or failure to occur, the Basket Composition Ratio will be further adjusted to the Basket Composition Ratio which would then have been in effect had adjustment for the event not been made. If a
Reorganization Event described below occurs after the occurrence of one or more events requiring an adjustment as described herein, the dilution adjustments previously applied to the Basket Composition Ratio will not be rescinded but will be applied
to the Reorganization Event as provided for below.
The Then-Current Market Price of the common units, for the
purpose of applying any dilution adjustment, means the average closing price per common units for the ten Trading Days immediately before this adjustment is effected or, in the case of an adjustment effected at the opening of business on the
Business Day next following a record date, immediately before the earlier of the date the adjustment is effected and the related Ex-Date. For purposes of determining the Then-Current Market Price, the determination of the closing price by the
calculation agent in the event of a Market Disruption Event, as described above, may be deferred by the calculation agent for up to five consecutive Trading Days on which a Market Disruption Event is occurring, but not past the third Trading Day
prior to maturity.
For purposes of making adjustments described in this section, the Ex-Date relating to any
dividend, distribution or issuance is the first date on which the shares of common units trade in the regular way on their principal market without the right to receive this dividend, distribution or issuance.
In the event of any of the following Reorganization Events: any consolidation or merger of the MLP issuer of the Basket
Component, or any surviving entity or subsequent surviving entity of the MLP issuer of the Basket Component, with or into another entity, other than a merger or consolidation in which the MLP issuer of the Basket Component is the continuing
corporation and in which the common units outstanding immediately before the merger or consolidation are not exchanged for cash, securities or other property of the MLP issuer of the Basket Component or another issuer, any sale, transfer, lease or
conveyance to another corporation or MLP of the property of the MLP issuer of the Basket Component or any successor as an entirety or substantially as an entirety, any statutory exchange of securities of the MLP issuer of the Basket Component or any
successor of the MLP issuer of the Basket Component with another MLP issuer, other than in connection with a merger or acquisition, or any liquidation, dissolution or winding up of the MLP issuer of the Basket Component or any successor of the MLP
issuer of the Basket Component, the closing price of such Basket Component on any Trading Day thereafter up to and including maturity will be deemed to be equal to the Transaction Value.
The Transaction Value will equal the sum of (1), (2) and (3), below:
|
1.
|
for any cash received in a Reorganization Event, the amount of cash received per common unit,
|
|
2.
|
for any property other than cash or Marketable Securities received in a Reorganization Event, an amount equal to the fair market value on the date the Reorganization
Event is consummated of that property received per common units, as determined by a nationally recognized independent investment banking firm retained for this purpose, whose determination will be final, and
|
PS-20
|
3.
|
for any Marketable Securities received in a Reorganization Event, an amount equal to the closing price per security or common unit of these Marketable Securities on the
applicable Trading Day multiplied by the number of these Marketable Securities received for each common unit.
|
Marketable Securities are any perpetual equity securities or common units or debt securities with a stated maturity after the
maturity date, in each case that are listed on a U.S. national securities exchange. The number of shares of any equity securities or number of common units constituting Marketable Securities included in the calculation of Transaction Value pursuant
to clause (3) above will be adjusted if any event occurs with respect to the Marketable Securities or the issuer of the Marketable Securities between the time of the Reorganization Event and maturity of the Notes that would have required an
adjustment as described above, had it occurred with respect to the Basket Component or the MLP issuer of such Basket Component. Adjustment for these subsequent events will be as nearly equivalent as practicable to the adjustments described above.
For the purpose of adjustments described herein, each non-U.S. dollar value (whether a value of cash, property, securities or
otherwise) shall be expressed in U.S. dollars as converted from the relevant currency using the 12:00 noon buying rate in New York certified by the New York Federal Reserve Bank for customs purposes on the date of valuation, or if this rate is
unavailable, such rate as the calculation agent may determine.
Citigroup Global Markets will be responsible for the
calculation and effectuation of any adjustment described herein and will furnish the indenture trustee with notice of any such adjustment.
Redemption at the Option of the Holder; Defeasance
The Notes are not subject to redemption at the option of any holder prior to maturity and are not subject to the defeasance provisions described in the accompanying prospectus under Description of
Debt SecuritiesDefeasance.
Events of Default and Acceleration
In case an Event of Default (as defined in the accompanying prospectus) with respect to any Note shall have occurred and be continuing,
the amount declared due and payable upon any acceleration of the Notes will be determined by the Calculation Agent and will equal, for each Note, the payment at maturity, calculated as though the maturity of the Notes were the date of early
repayment. See Payment at Maturity above. If a bankruptcy proceeding is commenced in respect of Citigroup Funding or Citigroup Inc., the claim of the beneficial owner of a Note will be capped at the maturity payment, calculated as
though the maturity date of the Notes were the date of the commencement of the proceeding.
In case of default in payment at
maturity of the Notes, the Notes shall bear interest, payable upon demand of the beneficial owners of the Notes in accordance with the terms of the Notes, from and after the maturity date through the date when payment of the unpaid amount has been
made or duly provided for, at the rate of % per annum on the unpaid amount due.
Paying Agent and Trustee
Citibank, N.A. will serve as paying agent and registrar for the Notes and will also hold the global security representing
the Notes as custodian for DTC. The Bank of New York Mellon, as successor trustee under an indenture dated as of June 1, 2005, will serve as trustee for the Notes.
The CUSIP number for the Notes is 1730T0ZF9.
Calculation Agent
The calculation agent for the Notes will be Citigroup Global Markets, an affiliate of Citigroup Funding. All determinations made by the
calculation agent will be at the sole discretion of the calculation agent and will, in the absence of manifest error, be conclusive for all purposes and binding on Citigroup Funding, Citigroup Inc. and the holders of the Notes. Citigroup Global
Markets is obligated to carry out its duties and functions as calculation agent in good faith and using its reasonable judgment.
Potential
Future Events
The calculation agent for the Notes will be Citigroup Global Markets, an affiliate of Citigroup Funding.
All determinations made by the calculation agent will be at the sole discretion of the calculation agent and will, in the absence of manifest error, be conclusive for all purposes and binding on Citigroup Funding, Citigroup Inc. and the holders of
the Notes. Citigroup Global Markets is obligated to carry out its duties and functions as calculation agent in good faith and using its reasonable judgment.
PS-21
DESCRIPTION OF THE ENERGY MLP BASKET
General
The Energy MLP
Basket will be established on the Pricing Date and will be comprised of the common units of the ten energy-related Master Limited Partnerships described under Description of the Basket Components. The Basket Components were selected
based on fixed selection criteria developed by Citigroup Global Markets and will not change during the term of the notes, except in connection with certain events described under Removal of a Basket Component from the Energy MLP
Basket. The Basket Components will be equally weighted initially and rebalanced to equal weighting on the Basket Rebalancing Date.
Description of the Selection Criteria
Each common unit included in the Energy MLP Basket was selected based upon fixed selection criteria developed by Citigroup Global Markets, including that the MLP issuing the common unit, as of the date of
this pricing supplement: is a publicly traded partnership exempt from corporate taxation under the 1986 Tax Reform Act , as amended; is an MLP that owns and operates businesses relating to natural resources (as categorized by the National
Association of Publicly Traded Partnerships) and is primarily engaged in the oil and gas midstream energy services, including transportation (including pipelines), processing, storage, compressing, refining, fractionation, marketing and distribution
but excluding exploration and production; has common units listed on the New York Stock Exchange, Nasdaq or any other U.S. securities exchange; has a float-adjusted market capitalization of at least $500 million, where float-adjusted market
capitalization with respect to any MLP means its market capitalization
minus
the limited partnership interests held by such MLPs general partners, each as disclosed in its most recent periodic filing made with the Securities and
Exchange Commission under the Securities Exchange Act of 1934; pays cash distributions; is not affiliated with Citigroup Inc. and does not have 8% or more of its common units owned by Citigroup Inc. or any of its subsidiaries; and has an Analyst
Consensus Rating published by Bloomberg (under the ANR function), greater than 3.5, based on the average rating of all equity analysts covering MLPs (where an Analyst Consensus Rating of 3 represents a
hold ratings, an Analyst Consensus Rating of 1 represents all sell ratings, and an Analyst Consensus Rating of 5 represents all buy ratings).
Removal of a Basket Component from the Energy MLP Basket
A common unit will be removed from the Energy MLP Basket at the close of business on the Trading Day on which any of the following events occur, each as determined by the Calculation Agent in its sole
discretion: the relevant MLP is no longer a publicly traded partnership exempt from corporate taxation under the 1986 Tax Reform Act, as amended,
except
if the MLP has lost its exemption due to a change in applicable tax law or regulation
that disqualifies all MLPs from such exemption; the common unit is no longer listed on the New York Stock Exchange, Nasdaq or any other U.S. securities exchange; the relevant MLP commences a voluntary case under any applicable bankruptcy, insolvency
or other similar law, or consents to the entry of an order for relief in an involuntary case under any such law; the relevant MLP has entered against it by a court having jurisdiction (x) an order for relief in an involuntary case or proceeding
under any applicable bankruptcy, insolvency or other similar law or (y) an order adjudging it bankrupt or insolvent under such law; the relevant MLP commences a voluntary winding up, liquidation, dissolution or other discontinuance of its legal
existence (except in the context of a merger or other acquisition) or consents to the entry of an order for relief in an involuntary case requiring such action; the relevant MLP is affiliated with Citigroup Inc. or Citigroup Inc. or any of its
subsidiaries owns 8% or more of its common units; or Citigroup Global Markets is prohibited by internal policy from trading or owning the common unit.
If a Basket Component is removed from the Energy MLP Basket, it will not be replaced and the amount of the Closing Value of the Energy MLP Basket represented by that removed Basket Component will be
equally spread to each remaining Basket Component.
Rebalancing of the Energy MLP Basket
On the Basket Rebalancing Date of August , 2013 or November , 2013 (approximately nine or
twelve months from the Pricing Date, to be determined on the Pricing Date), the calculation agent will rebalance the Energy MLP Basket so that the Basket Components are equally weighted and each contributes approximately 10% of the total value of
the Energy MLP Basket (subject to the provisions under Removal of a Basket Component from the Energy MLP Basket above). All calculations will be based upon the closing price of each of the Basket Components on the immediately
preceding Trading Day. All determinations made by the calculation agent in connection with the rebalancing of the Energy MLP Basket will be at the sole discretion of the calculation agent and will be conclusive for all purposes and binding on us,
Citigroup Inc. and the beneficial owners of the Notes, absent manifest error.
PS-22
DESCRIPTION OF THE BASKET COMPONENTS
General
The following
information regarding each of the Basket Components has been obtained from publicly available documents. Each of the MLP issuers of a Basket Component is currently subject to the information requirements of the Securities Exchange Act. Accordingly,
each MLP issuer of a Basket Component files reports and other information with the SEC. Such reports and other information are available to the public on the SECs website at http://www.sec.gov by reference to the SEC file number listed below
for each Basket Component, or may be inspected and copied at the SECs public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can also request copies of the documents, upon payment of a duplicating fee, by writing the Public
Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.
This pricing supplement relates only to the Notes offered hereby and does not relate to the Basket Components or other securities issued by the related MLPs. We have derived all disclosures contained in
this pricing supplement regarding each Basket Component from the publicly available documents described in the preceding paragraph. In connection with the offering of the Notes, none of Citigroup Inc., Citigroup Funding or Citigroup Global Markets
has participated in the preparation of such documents or made any due diligence inquiry with respect to any of the MLP issuers of the Basket Components. None of Citigroup Funding or Citigroup Global Markets makes any representation that such
publicly available documents or any other publicly available information regarding each of the relevant MLPs is accurate or complete.
The notes represent obligations of Citigroup Funding only. None of the MLP issuers of the Basket Components is involved in any way in this offering nor have any obligation relating to the Notes or to
holders of the Notes.
DESCRIPTION OF ATLAS PIPELINE PARTNERS, L.P.
According to publicly available documents, Atlas Pipeline Partners, L.P. provides natural gas gathering, processing and transportation
services. Its SEC file number is 001-14998. Atlas Pipeline Partners, L.P. files reports (including its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012) and other information with the SEC, and such reports and other
information are available to the public as described in General above.
Historical Data on the Common Units of Atlas
Pipeline Partners, L.P.
The common units of Atlas Pipeline Partners, L.P. are listed on NYSE under the symbol
APL. The following table sets forth, for each of the quarterly periods indicated, the high and the low closing prices for the common units of Atlas Pipeline Partners, L.P., as reported on NYSE, as well as the cash dividends paid per
common unit of Atlas Pipeline Partners, L.P.
According to Atlas Pipeline Partners, L.P.s Form 10-Q for the quarterly
period ended June 30, 2012, as of August 3, 2012 there were 53,723,412 common units of Atlas Pipeline Partners, L.P. issued and outstanding.
Holders of Notes will not be entitled to any rights with respect to the common units of Atlas Pipeline Partners, L.P. (including, without limitation, voting rights or rights to receive dividends or other
distributions in respect thereof).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
$ 42.58
|
|
|
|
$ 40.28
|
|
|
|
$ 0.83
|
|
Second
|
|
|
42.73
|
|
|
|
39.90
|
|
|
|
0.84
|
|
Third
|
|
|
44.28
|
|
|
|
40.39
|
|
|
|
0.85
|
|
Fourth
|
|
|
49.38
|
|
|
|
43.29
|
|
|
|
0.85
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
51.70
|
|
|
|
46.98
|
|
|
|
0.86
|
|
Second
|
|
|
55.05
|
|
|
|
48.19
|
|
|
|
0.86
|
|
Third
|
|
|
55.05
|
|
|
|
44.51
|
|
|
|
0.00
|
|
Fourth
|
|
|
49.29
|
|
|
|
42.20
|
|
|
|
0.91
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
45.50
|
|
|
|
38.93
|
|
|
|
0.93
|
|
PS-23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
Second
|
|
|
43.72
|
|
|
|
37.52
|
|
|
|
0.94
|
|
Third
|
|
|
39.16
|
|
|
|
24.46
|
|
|
|
0.96
|
|
Fourth
|
|
|
25.80
|
|
|
|
5.04
|
|
|
|
0.96
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
10.25
|
|
|
|
2.62
|
|
|
|
0.38
|
|
Second
|
|
|
9.30
|
|
|
|
3.87
|
|
|
|
0.15
|
|
Third
|
|
|
8.14
|
|
|
|
5.56
|
|
|
|
0.00
|
|
Fourth
|
|
|
9.87
|
|
|
|
6.77
|
|
|
|
0.00
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
14.49
|
|
|
|
10.35
|
|
|
|
0.00
|
|
Second
|
|
|
14.74
|
|
|
|
9.19
|
|
|
|
0.00
|
|
Third
|
|
|
18.88
|
|
|
|
9.16
|
|
|
|
0.00
|
|
Fourth
|
|
|
25.50
|
|
|
|
17.66
|
|
|
|
0.35
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
34.50
|
|
|
|
23.76
|
|
|
|
0.37
|
|
Second
|
|
|
37.13
|
|
|
|
30.89
|
|
|
|
0.40
|
|
Third
|
|
|
34.45
|
|
|
|
25.06
|
|
|
|
0.47
|
|
Fourth
|
|
|
37.15
|
|
|
|
28.09
|
|
|
|
0.54
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
39.12
|
|
|
|
35.05
|
|
|
|
0.55
|
|
Second
|
|
|
35.49
|
|
|
|
27.75
|
|
|
|
0.56
|
|
Third
|
|
|
35.99
|
|
|
|
31.24
|
|
|
|
0.56
|
|
Fourth (through October 31)
|
|
|
36.07
|
|
|
|
34.26
|
|
|
|
0.57
|
|
The closing price of the common units of Atlas Pipeline Partners, L.P. on October 31, 2012 was
$35.38.
PS-24
Graph of Historical Trading Price Information
The following graph sets forth the daily closing price of the common units of Atlas Pipeline Partners, L.P., as reported on NYSE, from
January 3, 2006 to October 31, 2012. The data reflected in the graph below were obtained from Bloomberg L.P. Past closing prices of the common units of Atlas Pipeline Partners, L.P. are not indicative of future closing prices of the common
units of Atlas Pipeline Partners, L.P.
PS-25
DESCRIPTION OF ENBRIDGE ENERGY PARTNERS, L.P.
According to publicly available documents, Enbridge Energy Partners, L.P. owns and operates crude oil and liquid petroleum transportation
and storage assets, and natural gas gathering, treating, processing, transportation and marketing assets. Its SEC file number is 001-10934. Enbridge Energy Partners, L.P. files reports (including its Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2012) and other information with the SEC, and such reports and other information are available to the public as described in General above.
Historical Data on the Common Units of Enbridge Energy Partners, L.P.
The
common units of Enbridge Energy Partners, L.P. are listed on NYSE under the symbol EEP. The following table sets forth, for each of the quarterly periods indicated, the high and the low closing prices for the common units of Enbridge
Energy Partners, L.P., as reported on NYSE, as well as the cash dividends paid per common unit of Enbridge Energy Partners, L.P.
According to Enbridge Energy Partners, L.P.s Form 10-Q for the quarterly period ended June 30, 2012, as of July 31, 2012 there were 238,108,428 common units of Enbridge Energy Partners,
L.P. issued and outstanding.
Holders of Notes will not be entitled to any rights with respect to the common units of Enbridge
Energy Partners, L.P. (including, without limitation, voting rights or rights to receive dividends or other distributions in respect thereof).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
$ 23.81
|
|
|
|
$ 21.59
|
|
|
|
$ 0.46250
|
|
Second
|
|
|
22.27
|
|
|
|
21.05
|
|
|
|
0.46250
|
|
Third
|
|
|
24.68
|
|
|
|
21.72
|
|
|
|
0.46250
|
|
Fourth
|
|
|
25.34
|
|
|
|
23.13
|
|
|
|
0.46250
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
28.03
|
|
|
|
24.34
|
|
|
|
0.46250
|
|
Second
|
|
|
30.91
|
|
|
|
26.66
|
|
|
|
0.46250
|
|
Third
|
|
|
29.06
|
|
|
|
24.27
|
|
|
|
0.46250
|
|
Fourth
|
|
|
26.79
|
|
|
|
24.43
|
|
|
|
0.47500
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
25.88
|
|
|
|
22.10
|
|
|
|
0.47500
|
|
Second
|
|
|
26.49
|
|
|
|
24.39
|
|
|
|
0.47500
|
|
Third
|
|
|
24.87
|
|
|
|
19.00
|
|
|
|
0.49500
|
|
Fourth
|
|
|
20.12
|
|
|
|
11.89
|
|
|
|
0.49500
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
16.54
|
|
|
|
12.52
|
|
|
|
0.49500
|
|
Second
|
|
|
20.90
|
|
|
|
15.44
|
|
|
|
0.49500
|
|
Third
|
|
|
24.03
|
|
|
|
18.75
|
|
|
|
0.49500
|
|
Fourth
|
|
|
26.88
|
|
|
|
22.47
|
|
|
|
0.49500
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
27.72
|
|
|
|
24.15
|
|
|
|
0.49500
|
|
Second
|
|
|
26.62
|
|
|
|
23.10
|
|
|
|
0.50125
|
|
Third
|
|
|
29.75
|
|
|
|
25.94
|
|
|
|
0.51375
|
|
Fourth
|
|
|
31.21
|
|
|
|
28.45
|
|
|
|
0.51375
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
33.52
|
|
|
|
30.63
|
|
|
|
0.51375
|
|
Second
|
|
|
34.30
|
|
|
|
28.71
|
|
|
|
0.51375
|
|
Third
|
|
|
30.14
|
|
|
|
25.28
|
|
|
|
0.53250
|
|
Fourth
|
|
|
33.19
|
|
|
|
26.50
|
|
|
|
0.53250
|
|
PS-26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
33.50
|
|
|
|
30.66
|
|
|
|
0.53250
|
|
Second
|
|
|
31.40
|
|
|
|
27.78
|
|
|
|
0.53250
|
|
Third
|
|
|
30.99
|
|
|
|
28.44
|
|
|
|
0.54350
|
|
Fourth (through October 31)
|
|
|
30.47
|
|
|
|
29.72
|
|
|
|
0.54350
|
|
The closing price of the common units of Enbridge Energy Partners, L.P. on October 31, 2012 was
$30.00.
We make no representation as to the amount of dividends, if any, that Enbridge Energy Partners, L.P. may pay in the
future. In any event, as an investor in the Notes, you will not be entitled to any direct dividend payments from Enbridge Energy Partners, L.P.
Graph of Historical Trading Price Information
The following graph sets forth the daily closing price of the common units of Enbridge Energy Partners, L.P., as reported on NYSE, from January 3, 2006 to October 31, 2012. The data reflected in
the graph below were obtained from Bloomberg L.P. Past closing prices of the common units of Enbridge Energy Partners, L.P. are not indicative of future closing prices of the common units of Enbridge Energy Partners, L.P.
PS-27
DESCRIPTION OF ENERGY TRANSFER EQUITY, L.P.
According to publicly available documents, Energy Transfer Equity, L.P. is engaged in natural gas operations, including natural gas
gathering, transportation, treatment, processing, and storage services through Energy Transfer Partners, L.P., Regency Energy Partners LP and Southern Union Company. Its SEC file number is 001-32740. Energy Transfer Equity, L.P. files reports
(including its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012) and other information with the SEC, and such reports and other information are available to the public as described in General above.
Historical Data on the Common Units of Energy Transfer Equity, L.P.
The common units of Energy Transfer Equity, L.P. are listed on NYSE under the symbol ETE. The following table sets forth, for
each of the quarterly periods indicated, the high and the low closing prices for the common units of Energy Transfer Equity, L.P., as reported on NYSE, as well as the cash dividends paid per common unit of Energy Transfer Equity, L.P.
According to Energy Transfer Equity, L.P.s Form 10-Q for the quarterly period ended June 30, 2012, as of August 1, 2012
there were 279,955,608 common units of Energy Transfer Equity, L.P. issued and outstanding.
Holders of Notes will not be
entitled to any rights with respect to the common units of Energy Transfer Equity, L.P. (including, without limitation, voting rights or rights to receive dividends or other distributions in respect thereof).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First (from February 3)
|
|
|
$ 24.30
|
|
|
|
$ 21.60
|
|
|
|
$ 0.0000
|
|
Second
|
|
|
27.37
|
|
|
|
23.37
|
|
|
|
0.0578
|
|
Third
|
|
|
29.42
|
|
|
|
25.20
|
|
|
|
0.2375
|
|
Fourth
|
|
|
31.40
|
|
|
|
28.04
|
|
|
|
0.3125
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
37.00
|
|
|
|
30.50
|
|
|
|
0.3400
|
|
Second
|
|
|
42.92
|
|
|
|
36.44
|
|
|
|
0.3560
|
|
Third
|
|
|
42.71
|
|
|
|
34.02
|
|
|
|
0.3725
|
|
Fourth
|
|
|
36.40
|
|
|
|
31.70
|
|
|
|
0.3900
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
35.25
|
|
|
|
28.93
|
|
|
|
0.4100
|
|
Second
|
|
|
34.33
|
|
|
|
28.99
|
|
|
|
0.5500
|
|
Third
|
|
|
30.00
|
|
|
|
20.92
|
|
|
|
0.4800
|
|
Fourth
|
|
|
22.12
|
|
|
|
13.29
|
|
|
|
0.4800
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
21.70
|
|
|
|
16.18
|
|
|
|
0.5100
|
|
Second
|
|
|
26.84
|
|
|
|
21.52
|
|
|
|
0.5250
|
|
Third
|
|
|
30.07
|
|
|
|
24.43
|
|
|
|
0.5350
|
|
Fourth
|
|
|
30.88
|
|
|
|
27.29
|
|
|
|
0.5350
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
34.34
|
|
|
|
30.71
|
|
|
|
0.5400
|
|
Second
|
|
|
35.40
|
|
|
|
28.15
|
|
|
|
0.5400
|
|
Third
|
|
|
37.34
|
|
|
|
33.53
|
|
|
|
0.5400
|
|
Fourth
|
|
|
40.46
|
|
|
|
37.24
|
|
|
|
0.5400
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
45.00
|
|
|
|
37.96
|
|
|
|
0.5400
|
|
Second
|
|
|
46.23
|
|
|
|
39.86
|
|
|
|
0.5600
|
|
Third
|
|
|
45.00
|
|
|
|
34.78
|
|
|
|
0.6250
|
|
Fourth
|
|
|
41.20
|
|
|
|
32.07
|
|
|
|
0.6250
|
|
PS-28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
44.26
|
|
|
|
39.94
|
|
|
|
0.6250
|
|
Second
|
|
|
42.77
|
|
|
|
34.40
|
|
|
|
0.6250
|
|
Third
|
|
|
45.75
|
|
|
|
40.25
|
|
|
|
0.6250
|
|
Fourth (through October 31)
|
|
|
45.75
|
|
|
|
44.01
|
|
|
|
0.6250
|
|
The closing price of the common units of Energy Transfer Equity, L.P. on October 31, 2012 was
$44.01.
We make no representation as to the amount of dividends, if any, that Energy Transfer Equity, L.P. may pay in the
future. In any event, as an investor in the Notes, you will not be entitled to any direct dividend payments from Energy Transfer Equity, L.P.
Graph of Historical Trading Price Information
The following graph sets forth the daily closing price of the common units of Energy Transfer Equity, L.P., as reported on NYSE, from February 2, 2006 to October 31, 2012. The data reflected in
the graph below were obtained from Bloomberg L.P. Past closing prices of the common units of Energy Transfer Equity, L.P. are not indicative of future closing prices of the common units of Energy Transfer Equity, L.P. This graph does not reflect
intra-day pricing.
PS-29
DESCRIPTION OF ENTERPRISE PRODUCTS PARTNERS L.P.
According to publicly available documents, Enterprise Products Partners L.P. is a North American midstream energy company providing a
wide range of services to producers and consumers of natural gas, natural gas liquids, crude oil, refined products and certain petrochemicals. In addition, Enterprise Products Partners L.P. develops pipelines and other midstream energy
infrastructure in the continental United States and Gulf of Mexico. Its SEC file number is 001-14323. Enterprise Products Partners L.P. files reports (including its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012) and
other information with the SEC, and such reports and other information are available to the public as described in General above.
Historical Data on the Common Units of Enterprise Products Partners L.P.
The common units of Enterprise Products Partners L.P. are listed on NYSE under the symbol EPD. The following table sets
forth, for each of the quarterly periods indicated, the high and the low closing prices for the common units of Enterprise Products Partners L.P., as reported on NYSE, as well as the cash dividends paid per common unit of Enterprise Products
Partners L.P.
According to Enterprise Products Partners L.P.s Form 10-Q for the quarterly period ended June 30,
2012, as July 31, 2012 there were 884,165,626 common units of Enterprise Products Partners L.P. issued and outstanding.
Holders of Notes will not be entitled to any rights with respect to the common units of Enterprise Products Partners L.P. (including,
without limitation, voting rights or rights to receive dividends or other distributions in respect thereof).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
$ 25.95
|
|
|
|
$ 23.90
|
|
|
|
$ 0.4375
|
|
Second
|
|
|
25.52
|
|
|
|
23.92
|
|
|
|
0.4450
|
|
Third
|
|
|
27.01
|
|
|
|
25.08
|
|
|
|
0.4525
|
|
Fourth
|
|
|
29.80
|
|
|
|
26.35
|
|
|
|
0.4600
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
32.60
|
|
|
|
28.46
|
|
|
|
0.4675
|
|
Second
|
|
|
33.15
|
|
|
|
30.36
|
|
|
|
0.4750
|
|
Third
|
|
|
33.33
|
|
|
|
28.00
|
|
|
|
0.4825
|
|
Fourth
|
|
|
32.17
|
|
|
|
29.92
|
|
|
|
0.4900
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
32.48
|
|
|
|
28.21
|
|
|
|
0.5000
|
|
Second
|
|
|
32.31
|
|
|
|
29.10
|
|
|
|
0.5075
|
|
Third
|
|
|
29.75
|
|
|
|
23.70
|
|
|
|
0.5150
|
|
Fourth
|
|
|
26.12
|
|
|
|
17.26
|
|
|
|
0.5225
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
23.39
|
|
|
|
17.95
|
|
|
|
0.5300
|
|
Second
|
|
|
26.43
|
|
|
|
21.30
|
|
|
|
0.5375
|
|
Third
|
|
|
29.32
|
|
|
|
24.85
|
|
|
|
0.5450
|
|
Fourth
|
|
|
32.15
|
|
|
|
27.79
|
|
|
|
0.5525
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
34.58
|
|
|
|
30.34
|
|
|
|
0.5600
|
|
Second
|
|
|
36.65
|
|
|
|
31.68
|
|
|
|
0.5675
|
|
Third
|
|
|
39.67
|
|
|
|
34.76
|
|
|
|
0.5750
|
|
Fourth
|
|
|
44.30
|
|
|
|
39.83
|
|
|
|
0.5825
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
44.00
|
|
|
|
39.51
|
|
|
|
0.5900
|
|
Second
|
|
|
43.81
|
|
|
|
39.60
|
|
|
|
0.5975
|
|
Third
|
|
|
43.71
|
|
|
|
37.50
|
|
|
|
0.6050
|
|
Fourth
|
|
|
46.41
|
|
|
|
39.97
|
|
|
|
0.6125
|
|
PS-30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
52.45
|
|
|
|
46.57
|
|
|
|
0.6200
|
|
Second
|
|
|
52.67
|
|
|
|
46.23
|
|
|
|
0.6275
|
|
Third
|
|
|
54.69
|
|
|
|
51.39
|
|
|
|
0.6350
|
|
Fourth
|
|
|
54.88
|
|
|
|
52.71
|
|
|
|
0.6500
|
|
The closing price of the common units of Enterprise Products Partners L.P. on October 31, 2012 was
$52.71.
We make no representation as to the amount of dividends, if any, that Enterprise Products Partners L.P. may pay in
the future. In any event, as an investor in the Notes, you will not be entitled to any direct dividend payments from Enterprise Products Partners L.P.
Graph of Historical Trading Price Information
The following graph sets
forth the daily closing price of the common units of Enterprise Products Partners L.P., as reported on NYSE, from January 3, 2006 to October 31, 2012. The data reflected in the graph below were obtained from Bloomberg L.P. Past closing
prices of the common units of Enterprise Products Partners L.P. are not indicative of future closing prices of the common units of Enterprise Products Partners L.P.
PS-31
DESCRIPTION OF GENESIS ENERGY, L.P.
According to publicly available documents, Genesis Energy, L.P. is a midstream oil and gas energy company with customers, operations and
assets which include pipelines, refinery-related plants, storage tanks and terminals, barges and trucks. Genesis Energy, L.P. is primarily focused on providing services around and within refinery complexes. Its SEC file number is 001-12295. Genesis
Energy, L.P. files reports (including its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012) and other information with the SEC, and such reports and other information are available to the public as described in
General above.
Historical Data on the Common Units of Genesis Energy, L.P.
The common units of Genesis Energy, L.P. are listed on NYSE under the symbol GEL. The following table sets forth, for each of
the quarterly periods indicated, the high and the low closing prices for the common units of Genesis Energy, L.P., as reported on NYSE, as well as the cash dividends paid per common unit of Genesis Energy, L.P.
According to Genesis Energy, L.P.s Form 10-Q for the quarterly period ended June 30, 2012, as August 1, 2012 there were
79,424,522 common units of Genesis Energy, L.P. issued and outstanding.
Holders of Notes will not be entitled to any rights
with respect to the common units of Genesis Energy, L.P. (including, without limitation, voting rights or rights to receive dividends or other distributions in respect thereof).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
$ 12.50
|
|
|
|
$ 11.31
|
|
|
|
$0.1700
|
|
Second
|
|
|
13.76
|
|
|
|
11.73
|
|
|
|
0.1800
|
|
Third
|
|
|
17.36
|
|
|
|
13.14
|
|
|
|
0.1900
|
|
Fourth
|
|
|
20.08
|
|
|
|
14.92
|
|
|
|
0.2000
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
21.49
|
|
|
|
18.97
|
|
|
|
0.2100
|
|
Second
|
|
|
35.21
|
|
|
|
20.51
|
|
|
|
0.2200
|
|
Third
|
|
|
37.00
|
|
|
|
27.20
|
|
|
|
0.2300
|
|
Fourth
|
|
|
28.59
|
|
|
|
20.74
|
|
|
|
0.2700
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
24.50
|
|
|
|
18.49
|
|
|
|
0.2850
|
|
Second
|
|
|
21.49
|
|
|
|
18.09
|
|
|
|
0.3000
|
|
Third
|
|
|
19.07
|
|
|
|
12.40
|
|
|
|
0.3150
|
|
Fourth
|
|
|
14.94
|
|
|
|
7.10
|
|
|
|
0.3225
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
12.15
|
|
|
|
8.34
|
|
|
|
0.3300
|
|
Second
|
|
|
13.53
|
|
|
|
9.93
|
|
|
|
0.3375
|
|
Third
|
|
|
16.56
|
|
|
|
12.12
|
|
|
|
0.3450
|
|
Fourth
|
|
|
19.51
|
|
|
|
15.61
|
|
|
|
0.3525
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
21.63
|
|
|
|
18.62
|
|
|
|
0.3600
|
|
Second
|
|
|
20.54
|
|
|
|
16.99
|
|
|
|
0.3675
|
|
Third
|
|
|
23.36
|
|
|
|
19.09
|
|
|
|
0.3750
|
|
Fourth
|
|
|
26.75
|
|
|
|
23.15
|
|
|
|
0.3875
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
29.27
|
|
|
|
26.11
|
|
|
|
0.4000
|
|
Second
|
|
|
28.98
|
|
|
|
25.58
|
|
|
|
0.4075
|
|
Third
|
|
|
27.83
|
|
|
|
20.99
|
|
|
|
0.4150
|
|
Fourth
|
|
|
28.03
|
|
|
|
23.09
|
|
|
|
0.4275
|
|
PS-32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
33.45
|
|
|
|
27.86
|
|
|
|
0.4400
|
|
Second
|
|
|
31.29
|
|
|
|
27.40
|
|
|
|
0.4500
|
|
Third
|
|
|
33.92
|
|
|
|
29.13
|
|
|
|
0.4600
|
|
Fourth (through October 31)
|
|
|
34.52
|
|
|
|
32.00
|
|
|
|
0.4725
|
|
The closing price of the common units of Genesis Energy, L.P. on October 31, 2012 was $32.25.
We make no representation as to the amount of dividends, if any, that Genesis Energy, L.P. may pay in the future. In any
event, as an investor in the Notes, you will not be entitled to any direct dividend payments from Genesis Energy, L.P.
Graph of Historical
Trading Price Information
The following graph sets forth the daily closing price of the common units of Genesis Energy,
L.P., as reported on NYSE, from January 3, 2006 to October 31, 2012. The data reflected in the graph below were obtained from Bloomberg L.P. Past closing prices of the common units of Genesis Energy, L.P. are not indicative of future
closing prices of the common units of Genesis Energy, L.P.
PS-33
DESCRIPTION OF MAGELLAN MIDSTREAM PARTNERS, L.P.
According to publicly available documents, Magellan Midstream Partners, L.P. operates in three business segments: the petroleum products
pipeline system, the petroleum products terminals and the ammonia pipeline system. Its SEC file number is 001-16335. Magellan Midstream Partners, L.P. files reports (including its Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2012) and other information with the SEC, and such reports and other information are available to the public as described in General above.
Historical Data on the Common Units of Magellan Midstream Partners, L.P.
The common units of Magellan Midstream Partners, L.P. are listed on NYSE under the symbol MMP. The following table sets
forth, for each of the quarterly periods indicated, the high and the low closing prices for the common units of Magellan Midstream Partners, L.P., as reported on NYSE, as well as the cash dividends paid per common unit of Magellan Midstream
Partners, L.P.
According to Magellan Midstream Partners, L.P.s Form 10-Q for the quarterly period ended June 30,
2012, as of August 1, 2012 there were 113,100,436 common units of Magellan Midstream Partners, L.P. issued and outstanding.
Holders of Notes will not be entitled to any rights with respect to the common units of Magellan Midstream Partners, L.P. (including, without limitation, voting rights or rights to receive dividends or
other distributions in respect thereof).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
$ 16.64
|
|
|
|
$ 15.41
|
|
|
|
$ 0.27625
|
|
Second
|
|
|
17.60
|
|
|
|
16.40
|
|
|
|
0.28250
|
|
Third
|
|
|
18.47
|
|
|
|
16.83
|
|
|
|
0.28875
|
|
Fourth
|
|
|
19.62
|
|
|
|
18.43
|
|
|
|
0.29500
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
23.64
|
|
|
|
18.95
|
|
|
|
0.30125
|
|
Second
|
|
|
25.50
|
|
|
|
21.98
|
|
|
|
0.30813
|
|
Third
|
|
|
23.91
|
|
|
|
19.91
|
|
|
|
0.31500
|
|
Fourth
|
|
|
22.00
|
|
|
|
19.86
|
|
|
|
0.32188
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
22.24
|
|
|
|
19.31
|
|
|
|
0.32875
|
|
Second
|
|
|
21.68
|
|
|
|
17.80
|
|
|
|
0.33625
|
|
Third
|
|
|
18.95
|
|
|
|
15.50
|
|
|
|
0.34375
|
|
Fourth
|
|
|
17.92
|
|
|
|
11.08
|
|
|
|
0.35125
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
17.75
|
|
|
|
12.90
|
|
|
|
0.35500
|
|
Second
|
|
|
18.26
|
|
|
|
14.81
|
|
|
|
0.35500
|
|
Third
|
|
|
19.63
|
|
|
|
17.30
|
|
|
|
0.35500
|
|
Fourth
|
|
|
21.67
|
|
|
|
18.45
|
|
|
|
0.35500
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
23.77
|
|
|
|
20.52
|
|
|
|
0.35500
|
|
Second
|
|
|
24.17
|
|
|
|
20.75
|
|
|
|
0.36000
|
|
Third
|
|
|
25.73
|
|
|
|
23.19
|
|
|
|
0.36625
|
|
Fourth
|
|
|
28.60
|
|
|
|
25.94
|
|
|
|
0.37250
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
30.22
|
|
|
|
27.26
|
|
|
|
0.37875
|
|
Second
|
|
|
30.88
|
|
|
|
28.29
|
|
|
|
0.38500
|
|
Third
|
|
|
30.72
|
|
|
|
26.59
|
|
|
|
0.39250
|
|
Fourth
|
|
|
34.49
|
|
|
|
29.97
|
|
|
|
0.40000
|
|
PS-34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
36.69
|
|
|
|
32.51
|
|
|
|
0.40750
|
|
Second
|
|
|
36.14
|
|
|
|
33.58
|
|
|
|
0.42000
|
|
Third
|
|
|
44.19
|
|
|
|
35.41
|
|
|
|
0.47125
|
|
Fourth
|
|
|
45.34
|
|
|
|
42.92
|
|
|
|
0.48500
|
|
The closing price of the common units of Magellan Midstream Partners, L.P. on October 31, 2012 was
$43.43.
We make no representation as to the amount of dividends, if any, that Magellan Midstream Partners, L.P. may pay in
the future. In any event, as an investor in the Notes, you will not be entitled to any direct dividend payments from Magellan Midstream Partners, L.P.
Graph of Historical Trading Price Information
The following graph sets
forth the daily closing price of the common units of Magellan Midstream Partners, L.P., as reported on NYSE, from January 3, 2006 to October 31, 2012. The data reflected in the graph below were obtained from Bloomberg L.P. Past closing
prices of the common units of Magellan Midstream Partners, L.P. are not indicative of future closing prices of the common units of Magellan Midstream Partners, L.P.
PS-35
DESCRIPTION OF MARKWEST ENERGY PARTNERS, L.P.
According to publicly available documents, MarkWest Energy Partners, L.P. is engaged in the gathering, processing, storage and
transportation of natural gas in the United States. Its SEC file number is 001-31239. MarkWest Energy Partners, L.P. files reports (including its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012) and other information
with the SEC, and such reports and other information are available to the public as described in General above.
Historical Data on the Common Units of MarkWest Energy Partners, L.P.
The common units of MarkWest Energy Partners, L.P. are listed on NYSE under the symbol MWE. The following table sets forth, for each of the quarterly periods indicated, the high and the low
closing prices for the common units of MarkWest Energy Partners, L.P., as reported on NYSE, as well as the cash dividends paid per common unit of MarkWest Energy Partners, L.P.
According to MarkWest Energy Partners, L.P.s Form 10-Q for the quarterly period ended June 30, 2012, as of July 30, 2012
there were 110,693,615 common units of MarkWest Energy Partners, L.P. issued and outstanding.
Holders of Notes will not be
entitled to any rights with respect to the common units of MarkWest Energy Partners, L.P. (including, without limitation, voting rights or rights to receive dividends or other distributions in respect thereof).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
$ 23.61
|
|
|
|
$ 22.00
|
|
|
|
$ 0.570
|
|
Second
|
|
|
22.88
|
|
|
|
19.85
|
|
|
|
0.600
|
|
Third
|
|
|
24.50
|
|
|
|
20.90
|
|
|
|
0.630
|
|
Fourth
|
|
|
29.75
|
|
|
|
23.80
|
|
|
|
0.640
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
35.75
|
|
|
|
28.78
|
|
|
|
$ 0.500
|
|
Second
|
|
|
37.43
|
|
|
|
33.56
|
|
|
|
0.510
|
|
Third
|
|
|
36.70
|
|
|
|
30.29
|
|
|
|
0.530
|
|
Fourth
|
|
|
34.35
|
|
|
|
29.98
|
|
|
|
0.550
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
36.26
|
|
|
|
29.87
|
|
|
|
0.570
|
|
Second
|
|
|
37.78
|
|
|
|
31.17
|
|
|
|
0.600
|
|
Third
|
|
|
35.56
|
|
|
|
23.90
|
|
|
|
0.630
|
|
Fourth
|
|
|
25.26
|
|
|
|
7.38
|
|
|
|
0.640
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
13.41
|
|
|
|
7.47
|
|
|
|
0.640
|
|
Second
|
|
|
19.90
|
|
|
|
11.37
|
|
|
|
0.640
|
|
Third
|
|
|
23.64
|
|
|
|
18.17
|
|
|
|
0.640
|
|
Fourth
|
|
|
29.57
|
|
|
|
23.00
|
|
|
|
0.640
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
31.69
|
|
|
|
27.08
|
|
|
|
0.640
|
|
Second
|
|
|
33.28
|
|
|
|
27.27
|
|
|
|
0.640
|
|
Third
|
|
|
36.81
|
|
|
|
31.79
|
|
|
|
0.640
|
|
Fourth
|
|
|
43.34
|
|
|
|
36.10
|
|
|
|
0.640
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
48.46
|
|
|
|
41.59
|
|
|
|
0.650
|
|
Second
|
|
|
51.45
|
|
|
|
42.96
|
|
|
|
0.670
|
|
Third
|
|
|
49.59
|
|
|
|
40.87
|
|
|
|
0.700
|
|
Fourth
|
|
|
56.13
|
|
|
|
44.86
|
|
|
|
0.730
|
|
PS-36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
61.50
|
|
|
|
54.18
|
|
|
|
0.760
|
|
Second
|
|
|
60.14
|
|
|
|
45.67
|
|
|
|
0.790
|
|
Third
|
|
|
54.84
|
|
|
|
50.33
|
|
|
|
0.800
|
|
Fourth (through October 31)
|
|
|
55.81
|
|
|
|
54.02
|
|
|
|
0.810
|
|
The closing price of the common units of MarkWest Energy Partners, L.P. on October 31, 2012 was
$54.21.
We make no representation as to the amount of dividends, if any, that MarkWest Energy Partners, L.P. may pay in the
future. In any event, as an investor in the Notes, you will not be entitled to any direct dividend payments from MarkWest Energy Partners, L.P.
Graph of Historical Trading Price Information
The following graph sets forth the daily closing price of the common units of MarkWest Energy Partners, L.P., as reported on NYSE, from January 4, 2006 to October 31, 2012. The data reflected in
the graph below were obtained from Bloomberg L.P. Past closing prices of the common units of MarkWest Energy Partners, L.P. are not indicative of future closing prices of the common units of MarkWest Energy Partners, L.P.
PS-37
DESCRIPTION OF TARGA RESOURCES PARTNERS LP
According to publicly available documents, Targa Resources Partners LPs business operations consist of natural gas gathering and
processing and the fractionating, storing, terminalling, transporting, distributing and marketing of natural gas liquids. Its SEC file number is 001-33303. Targa Resources Partners LP files reports (including its Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2012) and other information with the SEC, and such reports and other information are available to the public as described in General above.
Historical Data on the Common Units of Targa Resources Partners LP
From February 9, 2007 through January 22, 2010, the common units of Targa Resources Partners LP were listed on NASDAQ under the symbol NGLS. From January 25, 2010 through the present, the
common units of Targa Resources Partners LP are listed on NYSE under the symbol NGLS. The following table sets forth, for each of the quarterly periods indicated, the high and the low closing prices for the common units of Targa
Resources Partners LP, as reported on NASDAQ from February 9, 2007 to January 22, 2010, and on NYSE, from January 25, 2010 to October 31, 2012, as well as the cash dividends paid per common unit of Targa Resources Partners LP.
According to Targa Resources Partners LPs Form 10-Q for the quarterly period ended June 30, 2012, as of
August 1, 2012 there were 89,170,989 common units of Targa Resources Partners LP issued and outstanding.
Holders of
Notes will not be entitled to any rights with respect to the common units of Targa Resources Partners LP (including, without limitation, voting rights or rights to receive dividends or other distributions in respect thereof).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First (from February 9)
|
|
|
$ 29.01
|
|
|
|
$ 23.38
|
|
|
|
$ 0.00000
|
|
Second
|
|
|
34.60
|
|
|
|
28.29
|
|
|
|
0.16875
|
|
Third
|
|
|
33.92
|
|
|
|
27.61
|
|
|
|
0.33750
|
|
Fourth
|
|
|
29.62
|
|
|
|
26.10
|
|
|
|
0.33750
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
28.04
|
|
|
|
21.15
|
|
|
|
0.39750
|
|
Second
|
|
|
26.60
|
|
|
|
23.05
|
|
|
|
0.41750
|
|
Third
|
|
|
23.90
|
|
|
|
16.13
|
|
|
|
0.51250
|
|
Fourth
|
|
|
16.74
|
|
|
|
6.10
|
|
|
|
0.51750
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
10.40
|
|
|
|
7.25
|
|
|
|
0.51750
|
|
Second
|
|
|
14.97
|
|
|
|
8.96
|
|
|
|
0.51750
|
|
Third
|
|
|
18.98
|
|
|
|
13.90
|
|
|
|
0.51750
|
|
Fourth
|
|
|
24.57
|
|
|
|
18.24
|
|
|
|
0.51750
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
27.00
|
|
|
|
22.35
|
|
|
|
0.51750
|
|
Second
|
|
|
28.48
|
|
|
|
20.79
|
|
|
|
0.51750
|
|
Third
|
|
|
27.78
|
|
|
|
25.16
|
|
|
|
0.52750
|
|
Fourth
|
|
|
33.96
|
|
|
|
27.97
|
|
|
|
0.53750
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
34.83
|
|
|
|
31.79
|
|
|
|
0.54750
|
|
Second
|
|
|
35.60
|
|
|
|
32.15
|
|
|
|
0.55750
|
|
Third
|
|
|
36.35
|
|
|
|
30.70
|
|
|
|
0.57000
|
|
Fourth
|
|
|
38.68
|
|
|
|
31.80
|
|
|
|
0.58250
|
|
PS-38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
43.30
|
|
|
|
38.22
|
|
|
|
0.6025
|
|
Second
|
|
|
45.31
|
|
|
|
33.08
|
|
|
|
0.6225
|
|
Third
|
|
|
42.88
|
|
|
|
36.54
|
|
|
|
0.6425
|
|
Fourth
|
|
|
44.50
|
|
|
|
41.44
|
|
|
|
0.6625
|
|
The closing price of the common units of Targa Resources Partners LP on October 31, 2012 was $54.21.
We make no representation as to the amount of dividends, if any, that Targa Resources Partners LP may pay in the future. In
any event, as an investor in the Notes, you will not be entitled to any direct dividend payments from Targa Resources Partners LP.
Graph
of Historical Trading Price Information
The following graph sets forth the daily closing price of the common units of
Targa Resources Partners LP, as reported on NASDAQ from February 9, 2007 to January 22, 2010 and on NYSE, from January 25, 2010 to October 31, 2012. The data reflected in the graph below were obtained from Bloomberg L.P. Past
closing prices of the common units of Targa Resources Partners LP are not indicative of future closing prices of the common units of Targa Resources Partners LP.
PS-39
DESCRIPTION OF WESTERN GAS PARTNERS, LP
According to publicly available documents, Western Gas Partners, LP owns, operates, acquires and develops midstream energy assets. Its
SEC file number is 001-34046. Western Gas Partners, LP files reports (including its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012) and other information with the SEC, and such reports and other information are
available to the public as described in General above.
Historical Data on the Common Units of Western Gas Partners, LP
The common units of Western Gas Partners, LP are listed on NYSE under the symbol WES. The following table
sets forth, for each of the quarterly periods indicated, the high and the low closing prices for the common units of Western Gas Partners, LP, as reported on NYSE, as well as the cash dividends paid per common unit of Western Gas Partners, LP.
According to Western Gas Partners, LPs Form 10-Q for the quarterly period ended June 30, 2012, as of July 31,
2012 there were 95,783,116 common units of Western Gas Partners, LP issued and outstanding.
Holders of Notes will not be
entitled to any rights with respect to the common units of Western Gas Partners, LP (including, without limitation, voting rights or rights to receive dividends or other distributions in respect thereof).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
Second (from May 9)
|
|
|
$ 17.25
|
|
|
|
$ 16.15
|
|
|
|
$ 0.0000
|
|
Third
|
|
|
16.81
|
|
|
|
13.02
|
|
|
|
0.1582
|
|
Fourth
|
|
|
15.17
|
|
|
|
10.58
|
|
|
|
0.3000
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
15.64
|
|
|
|
12.66
|
|
|
|
0.3000
|
|
Second
|
|
|
15.65
|
|
|
|
13.96
|
|
|
|
0.3000
|
|
Third
|
|
|
17.90
|
|
|
|
15.39
|
|
|
|
0.3100
|
|
Fourth
|
|
|
19.73
|
|
|
|
17.50
|
|
|
|
0.3200
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
22.87
|
|
|
|
19.76
|
|
|
|
0.3300
|
|
Second
|
|
|
23.93
|
|
|
|
20.94
|
|
|
|
0.3400
|
|
Third
|
|
|
27.10
|
|
|
|
21.97
|
|
|
|
0.3500
|
|
Fourth
|
|
|
31.06
|
|
|
|
27.43
|
|
|
|
0.3700
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
36.24
|
|
|
|
30.36
|
|
|
|
0.3800
|
|
Second
|
|
|
36.70
|
|
|
|
33.93
|
|
|
|
0.3900
|
|
Third
|
|
|
37.06
|
|
|
|
31.70
|
|
|
|
0.4050
|
|
Fourth
|
|
|
41.27
|
|
|
|
32.63
|
|
|
|
0.4200
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
47.55
|
|
|
|
39.18
|
|
|
|
0.4400
|
|
Second
|
|
|
46.98
|
|
|
|
41.68
|
|
|
|
0.4600
|
|
Third
|
|
|
50.88
|
|
|
|
43.61
|
|
|
|
0.4800
|
|
Fourth (through October 31)
|
|
|
52.94
|
|
|
|
50.98
|
|
|
|
0.5000
|
|
The closing price of the common units of Western Gas Partners, LP on October 31, 2012 was $50.98.
We make no representation as to the amount of dividends, if any, that Western Gas Partners, LP may pay in the future. In any
event, as an investor in the Notes, you will not be entitled to any direct dividend payments from Western Gas Partners, LP.
PS-40
Graph of Historical Trading Price Information
The following graph sets forth the daily closing price of the common units of Western Gas Partners, LP, as reported on NYSE from
May 9, 2008 to October 31, 2012. The data reflected in the graph below were obtained from Bloomberg L.P. Past closing prices of the common units of Western Gas Partners, LP are not indicative of future closing prices of the common units of
Western Gas Partners, LP.
PS-41
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain U.S. federal income tax consequences material to the purchase, ownership and
disposition of the Notes. This summary does not purport to be a comprehensive description of all of the tax consequences that may be relevant to the decision to purchase the Notes by any particular investor, including tax consequences that arise
from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. Unless otherwise specifically indicated herein, this summary addresses the tax consequences only to a
person that is (i) an individual citizen or resident of the United States, (ii) a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia or (iii) otherwise subject to U.S.
federal income taxation on a net income basis in respect of the Notes (a U.S. Holder).
This summary also does not
address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts,
tax-exempt organizations, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that will hold the Notes as part of a position in a straddle or as part of a hedging,
conversion or other integrated investment transaction for federal income tax purposes, (iii) persons whose functional currency is not the U.S. dollar, (iv) persons that do not hold the Notes as capital assets or
(v) persons that did not purchase the Notes in the initial offering. Partners of partnerships holding the Notes should consult their tax advisors.
This summary is based on the Internal Revenue Code of 1986, as amended (the Code) U.S. federal income tax laws, regulations, rulings and decisions in effect as of the date of this pricing
supplement, all of which are subject to change at any time (possibly with retroactive effect). As the law is technical and complex, the discussion below necessarily represents only a general summary. Moreover, this summary does not address the
effects of any applicable state, local or foreign tax laws.
No statutory, judicial or administrative authority directly
addresses the characterization of the Notes or instruments similar to the Notes for U.S. federal income tax purposes. As a result, significant aspects of the U.S. federal income tax consequences of an investment in the Notes are not certain. No
ruling is being requested from the Internal Revenue Service (the IRS) with respect to the Notes and no assurance can be given that the IRS will agree with the conclusions expressed herein. It is possible that the IRS could seek to
characterize the Notes in a manner that results in tax consequences different from those described below. ACCORDINGLY, A PROSPECTIVE INVESTOR IN THE NOTES SHOULD CONSULT ITS OWN TAX ADVISORS IN DETERMINING THE TAX CONSEQUENCES OF AN INVESTMENT IN
THE NOTES, INCLUDING THE APPLICATION OF STATE, LOCAL OR OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.
In General
In
purchasing a Note, you agree with Citigroup Funding that you and Citigroup Funding intend to treat the Note as a cash-settled prepaid forward contract providing for the future payment based on the value of the Energy MLP Basket, under which an
amount equal to the purchase price of the Note is treated as an interest-bearing cash deposit to be applied at maturity in full satisfaction of the holders payment obligation under the prepaid forward contract. (Prospective investors should
note that cash proceeds of this offering will not be segregated by Citigroup Funding during the term of the Notes, but instead will be commingled with Citigroup Fundings other assets and applied in a manner consistent with the Use of
Proceeds and Hedging in the accompanying prospectus.) As discussed below, there is no assurance that the IRS will agree with this treatment, and alternative treatments of the Notes could result in less favorable U.S. federal income tax
consequences to a holder.
Payments of interest on the Notes will be taxable to a U.S. Holder as ordinary income at the time
that such payments are accrued or received in accordance with the U.S. Holders method of tax accounting.
Under the
above characterization of the Notes, and subject to the following discussion below regarding the applicability of Section 1260 of the Code, at maturity or upon the sale, redemption or other taxable disposition of a Note by a U.S. Holder, the
U.S. Holder generally will recognize capital gain or loss equal to the difference, if any, between the amount of cash received at maturity , sale, redemption or other taxable disposition and the U.S. Holders tax basis in the Notes. Any such
gain or loss generally will be long-term capital gain or loss if the U.S. Holder has held the Notes for more than one year at the time of disposition.
U.S. Holders should be aware that the Notes are subject to the constructive ownership rules set forth in Section 1260 of the Code, which re-characterizes long-term capital gain that may
be recognized in respect of the Notes as ordinary income (and therefore makes it ineligible for preferential tax rates) to the extent such gain is greater than the net long-term capital gain that would have been realized on a comparable direct
investment in the Basket Components and imposes an interest charge on the deemed underpayment of tax with respect to such re-characterized income which is considered to have been deferred by a holder who invests in the Notes rather than in the
Basket Components directly. U.S. Holders will need to establish this hypothetical net long-term capital gain that would
PS-42
have been realized with clear and convincing evidence to avoid having their entire long-term capital gain (if any) from being re-characterized as ordinary income. Several aspects of the
application of Section 1260 of the Code to the Notes are unclear. As such, U.S. Holders are strongly urged to consult their own tax advisers as to the consequences of an investment in the Notes, including the application of Section 1260 of
the Code to the Notes.
Possible Alternative Treatments
Due to the absence of authority as to the proper characterization of the Notes and the absence of any comparable instruments for which there is a widely accepted tax treatment, no assurance can be given
that the IRS will accept, or that a court will uphold, the characterization of the Notes as prepaid forward contracts and the tax treatment described above. It is possible that the IRS could seek to characterize the Notes in a manner that results in
tax consequences different from those described above. Possible alternative treatments of the Notes could include recognition of ordinary income, gain or, possibly, loss if Basket Components change, or when the Energy MLP Basket is rebalanced. Due
to the lack of authority addressing the appropriate tax treatment of the Notes, the IRS may take the position that certain changes in the composition of the Energy MLP Basket, including a change in the weightings of the Basket Components after a
rebalancing, are sufficiently fundamental or material to give rise to a deemed exchange of the prepaid forward contract for a new prepaid forward contract, in which case you may be required to recognize gain or, possibly, loss in respect of such a
deemed exchange.
Finally, the IRS and U.S. Treasury Department issued proposed regulations that require current accrual of
income with respect to contingent nonperiodic payments made under certain notional principal contracts. The preamble to the regulations states that the wait and see method of tax accounting does not properly reflect the economic accrual
of income on such contracts, and requires current accrual of income with respect to some contracts already in existence at the time the proposed regulations were released. While the proposed regulations do not apply to prepaid forward contracts
other than notional principal contracts, the preamble to the proposed regulations expresses the view that similar timing issues exist in the case of prepaid forward contracts. If the IRS published future guidance requiring current accrual of income
with respect to contingent payments on prepaid forward contracts, it is possible that you could be required to accrue income over the term of the Notes.
Other possible alternative treatment includes treatment of the Notes as contingent payment debt instruments or as each consisting of a debt instrument and a forward contract or two or more options. Under
these alternative characterizations, the timing and character of income from the Notes could differ substantially.
Non-United States
Holders
The following is a summary of certain U.S. federal income tax consequences that will apply to Non-U.S. Holders of
the Notes. The term Non-U.S. Holder means a holder of the Notes that is a non-resident alien individual or a foreign corporation.
The discussion below does not address Non-U.S. Holders that beneficially own partnership interests or other interests in the MLPs represented in the energy MLP basket other than the Notes, and such
Non-U.S. Holders are urged to consult with their tax advisors as to the potential application of the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) to a disposition of the Notes. Very generally, FIRPTA operates to treat a
non-U.S. persons gain from the sale of certain U.S. real property interests as income that is effectively connected with the conduct of a trade or business in the United States and also imposes a special collection mechanism pursuant to which
withholding may be imposed in an amount equal to 10% of such non-U.S. persons amount realized from the disposition of such interests. In the case of a Non-U.S. Holder described in the immediately preceding paragraph, the rules under FIRPTA may
apply to an interest in an MLP, such as a Note, where the MLP beneficially owns United States real property interests with a fair market value equaling or exceeding more than 50% of the sum of the fair market value of the MLPs worldwide real
property interests and its other assets used or held for use in a trade or business.
Although there are no authorities
directly on point, subject to the possible reduction or elimination of that rate under an applicable income tax treaty, we believe that a Non-U.S. Holder will be subject to U.S. withholding tax at a rate of 30% on any interest payments made on the
Notes (unless that income is effectively connected with the conduct of a trade or business in the United States, in which case, in order to avoid withholding, such Non-U.S. Holder will likely be required to provide a properly executed IRS Form
W-8ECI).
Subject to the discussion above and below regarding FIRPTA, any capital gain realized upon a sale, redemption or
other taxable disposition of the Notes by a Non-U.S. Holder generally will not be subject to U.S. federal income tax if (i) such gain is not effectively connected with the conduct of a trade or business in the United States of such holder and
(ii) in the case of an individual, such individual is not present in the United States for 183 days or more in the taxable year of the sale, redemption or other taxable disposition.
PS-43
Pursuant to FIRPTA, Non-U.S. Holders who have beneficially owned, during their holding
period for the Notes, Notes whose fair market value attributable to any of the MLPs represented in the energy MLP basket exceeds 5% of the fair market value of such MLPs regularly traded class of interests, may be subject to U.S. federal
income tax on a net income basis with respect to any gain realized on the Notes.
A Non-U.S. Holder that is subject to U.S.
federal income taxation on a net income basis with respect to its investment in the Notes should see the discussion relating to U.S. Holders of the Notes, above.
Estate Tax
If you are an individual who will be subject to U.S. federal
estate tax only with respect to U.S. situs property (generally an individual who at death is neither a citizen nor a domiciliary of the United States) or an entity the property of which is potentially includible in such an individuals gross
estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), you should note that, absent an applicable treaty benefit, the Notes
may be treated as U.S. situs property for U.S. federal estate tax purposes. You are urged to consult your own tax advisors regarding the U.S. federal estate tax consequences of investing in the Notes.
Backup Withholding and Information Reporting
A holder of the Notes may be subject to information reporting and to backup withholding with respect to certain amounts paid to the holder unless such holder provides proof of an applicable exemption or a
correct taxpayer identification number, and otherwise complies with applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Rather, any amounts withheld under the backup withholding rules may be
refunded, or credited against the holders U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.
PS-44