Issuer Services – Tender and Exchange Transactions

Many companies need the assistance of trusted agents to help them manage through the complexities of their transactions. Citi's Issuer Services has proven experience in providing fiduciary and agency services for reorganisation transactions, including tenders and exchanges, providing clients with a project-managed approach that helps to control market and counterparty risks and ensure the successful completion of their transactions.

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, 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 can 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).

Technology
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.

A Dedicated Team
Experienced 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
  • Shareholder "hot" lines
  • On-line tender exchange information in the Information Center at www.agencyandtrust. citigroup.com
  • 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 Documentation
  • Liaison with clearing systems and other involved parities, 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 attandance
  • 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

Outstanding Cash Management Capabilities
For transactions involving cash, Citi has unique global cash management capabilities. As a leading global financial services provider, Citi can help to optimise client and shareholder returns and can move large sums of money efficiently in support of complex mergers and acquisitions. Citi's position as the number one global foreign exchange bank also gives clients access to an operational infrastructure capable of handling multi-currency transactions in any combination of currencies in multiple markets.

Escrow Services
Escrow Agent services can play an important part in controlling and minimising counterparty risk in the closing of a transaction or in addressing considerations such as tax, management retention and pricing issues. The Escrow Agent receives, safe-keeps, services and disburses certain assets in accordance with specific terms and conditions established by the underlying escrow agreement. Issuer Services is a leader in Escrow Agent services, providing comprehensive support for almost any kind of transaction.

Additional Capabilities
As a leading global Trustee and Paying Agent, Issuer Services can also support debt issuances associated with M&A transactions. We can act in a variety of roles, such as Trustee, Registrar, depending on client and transaction requirements.

Issuer Services
Issuer Services is a leading provider of corporate trust services with a unique blend of experience, financial strength, global reach and superior service. We offer a full range of agency, fiduciary, tender and exchange, and depositary and escrow services in both established and emerging markets. Issuer Services oversees in excess of USD4 trillion in fixed-income and equity investments on behalf of 2,500 clients worldwide. Issuer Services is a business line of Global Transaction Services, an integral business within Citi, providing innovative banking solutions to financial institutions, corporate clients and public-sector entities around the world. Our diverse and talented staff in some 100 countries advise companies, governments and institutional investors on the best way to realise their strategic objectives. We create solutions for and provide the broadest possible capital and market access to clients, and no institution better executes the increasingly complex solutions required in today's global economy.

Benefits at a glance

  • Proven experience in supporting complex, cross-border transactions
  • A flexible and customized approach in delivering cash and disbursement capabilities
  • Single provider with access to on-the-ground teams in key local and international markets