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Issuer Services - Liability Management Support Services


Many companies need the assistance of trusted agents to help them manage the complexities of their transactions. Citi's Issuer Services has proven experience in providing fiduciary and agency services for reorganisation transactions, including the below roles:-

 ·         Tender Agent -                           Tender Offers/Repurchase Offers/Buy Backs

 ·         Tabulation Agent -                     Consent Offers

 ·         Consent Solicitation Agent -   Consent Solicitation

 ·         Exchange Agent -                      Exchange Offers (Debt for Debt; Debt for Equity)

 ·         Tabulation Agent -                     General/Extraordinary Meetings

 ·         Information Agent -                   Various offer types

 ·         Tender Agent -                           Dutch Auctions - Modified/Reverse

 ·         Disclosure Agent -                    Disclosure Events

 ·         Settlement Agent -                    Various

 ·         Depositary Agent -                    Tender/Exchange/Consent offers

 ·         Combination of any of the above

Citi can also support various other bespoke Liability Management Transactions.

Our Liability Management Support team, with decades of experience in the Agency & Trust and Debt Restructuring environment, provide clients with a project-managed approach that helps to control market and counterparty risks and ensure the successful completion of their transactions.

We provide support on these transactions in an Agent capacity and can also offer the use of our bespoke Web Portal. This gives improved communication channels with Investors, as well as an enhanced processing experience for Dealer Managers and Issuers.


Online Services

Our optional Online Service is available should the deal team require. This web portal is designed to be dynamic and flexible to your specific deal, providing various options in both a public and a secure private forum.

A full summary of our Online Services can be obtained by registering directly with the Portal.

·         Custodians/Bondholders/Brokers etc..    -             Please register using the 'User Registration' section of the Portal, under the Custodian/Bondholder menu option.  

·         Dealer Managers/Issuers or Legal Advisors -      Please contact exchange.gats@citi.com to register.

  All registrations are subject to approval.


Service Offering

Comprehensive service offering
A team of experienced professionals provide tailored solutions supporting a wide range of liability management exercises whether in relation to international or domestic debt securities (including direct access to DTC's ATOP system), loan notes, shares, or other types of instruments/ obligations. We provide the full suite of Tender, Exchange, Consent Solicitation, Information and Tabulation Agent services, and can combine them with a range of supporting roles including Escrow and Custody services for both securities and cash.

Pro-active approach, flexible and bespoke solutions
We will assist upfront with offer mechanics and development of efficient, streamline processes, clear for custodians and investors participating, and tailored to meet the Client and Dealer Managers' needs. For instruments/ obligations held and traded outside conventional markets, Citi work with the Issuers, Dealer Managers, existing Agents and Registrars to develop and implement the necessary procedures.

Citi's Reach
Using our extensive branch network spanning over 60 countries we can quickly establish accounts, procedures and staff in multiple locations, facilitating and co-ordinating offers through the International Central Securities Depositaries (ICSDs) and/or Central Securities Depositaries (CSDs).

With our extensive and world-wide Custodial/Bondholder/Broker contacts, we can also actively ensure the smooth communication of documentation, especially upon a launch of a transaction.  This can also include reminders and notifications managed by our online Portal.

Our systems can be adapted to capture and report all relevant data, allowing you to monitor the status of your transaction at all times. Feeds to and from SWIFT and our cash and securities settlement systems ensure timely execution.  We can also offer bespoke Web Portal options to support your transaction, in order to achieve the best possible result.

A Dedicated Team
Vastly experienced Project and Transaction Managers, involved upfront imparting their knowledge and experience to help structure transactions and complete documentation Implementation personnel manage all aspect of the transaction implementation. To ensure each transaction is carried out smoothly and successfully, Issuer Services also provides:

 ·         Single point of contact for reporting of positions tendered and outstanding

 ·         Bondholder "hot" lines

 ·         On-line tender exchange processing (where appropriate)

 ·         Ongoing support to both acquirer and target companies and their financial advisors

A transaction Life Cycle Service
Issuer Services support all stages of your transaction;

 ·         Review and execution of Agency and Offer Documentation

 ·         Liaison with clearing systems and other involved parties. Preparation for launch

 ·         Provision of geographical analysis with breakdown reports

 ·         Arranging the publication of newspaper notices

 ·         Coordinating the launch of the offer

 ·         Distribution of offer documentation on request to investors

 ·         Matching of instructions with deliveries where applicable

 ·         Provision of an investor help-line

 ·         Daily reporting

 ·         Meeting attendance

 ·         Monitoring expected settlements and deliveries

 ·         Exception investigation and resolution

 ·         Coordinating and facilitation of settlement (securities, cash, loan notes etc)

 ·         Provision of tax reporting

As an Exchange Agent, Issuer Services can also assist in providing post-merger clean-up via the initiation of an unclaimed property programme


Citi - Agency and Trust

Debt issuers, investment banks, collateral managers and investment managers rely on Citi Agency and Trust for a variety of agency, debt and fiduciary services to support the full spectrum of capital market transactions. Corporations and governments rely on Citi Agency and Trust for assistance with escrows and to ensure that special transactions, such as M&A tender and exchanges, are handled flawlessly.  


Further details can be found on the following weblink:  Citi - Agency & Trust.