Citigroup Global Markets Inc. Announces Tender Offer for Any and All of Skytop’s Income Notes

NEW YORK--(BUSINESS WIRE)--Citigroup Global Markets Inc. (“Citi”) announced today that it is commencing a cash tender offer (the “Offer”) to purchase any and all of the outstanding U.S. $31,000,000 Income Notes Due 2018 (the “Income Notes”) issued by Skytop CLO Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”) for the consideration set forth in the table below (the “Offer Consideration”) and purchased by Citi in the Offer and on the terms and conditions set forth in the Offer to Purchase dated September 16, 2011 (the “Offer to Purchase”).

For each $1,000 unpaid principal amount of Income Notes validly tendered (and not validly withdrawn) pursuant to the Offer prior to the Expiration Time (as defined below) and accepted for purchase by Citi, Citi will pay the Offer Consideration set forth in the tables below.

Security	CUSIP	Unpaid Principal Amount Outstanding as of September 16, 2011	Offer Consideration (per $1,000 unpaid principal amount as of Expiration Time)
Income Notes Due 2018	83088EAA8 (Rule 144A Income Notes) G81836AA9 (Regulation S Income Notes) 83088EAB6 (Accredited Investor Income Notes)	$31,000,000	$400

The Offer is scheduled to expire at 11:59 p.m., New York City time, on October 14, 2011, unless extended or earlier terminated (the “Expiration Time”). Tendered Notes may be withdrawn at any time on or prior to 11:59 p.m., New York City time, on October 14, 2011 (the “Withdrawal Deadline”), but not hereafter. We reserve the right, subject to applicable law, to extend the Offer for any reason beyond the originally scheduled Expiration Time without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights, except under specified circumstances.

The Offer is conditioned on the satisfaction of certain conditions, as described in the Offer to Purchase. In particular, Citi must receive tenders of Income Notes in the aggregate principal amount of at least $4,166,667 (the “Minimum Tender Condition”). The Offer is not conditioned on financing.

A Holder of Skytop’s Class Q Securities due 2018 (the “Class Q Securities”) may participate in the Offer, but must first exchange all of its Class Q Securities for interests in the underlying components in the manner specified in Section 2.15(e) of the Indenture and as described in the Initial Offering Circular under “Description of the Securities—The Class Q Securities.” Thereafter, such Holder may tender its Notes in the manner specified in the Offer to Purchase. Holders of Class Q Securities wishing to effect such an exchange should immediately contact the Trustee to ascertain the time needed to effect such an exchange. Such exchanges must be fully completed and the underlying securities credited to or received by the Holder sufficiently ahead of the Expiration Time to allow for valid tender pursuant to the Offer.

September 25, 2011 is a Payment Date under the Indenture. Holders of record with respect to such Payment Date will be entitled to receive payments to which they are entitled as holders on such Payment Date regardless of whether they tender their Income Notes pursuant to this Offer.

Tenders of Income Notes will only be accepted in minimum denominations of $500,000 and integral multiples of $1,000 in excess thereof.

Citi is a current owner of $16,500,000 aggregate principal amount of Income Notes, but does not believe that it is an “affiliate” of the Issuer within the meaning of the Securities Act of 1933, as amended.

Prior to the Withdrawal Deadline, Citi has the right to terminate or withdraw the Offer if the conditions described in the Offer to Purchase are not satisfied or waived, including failure to satisfy the Minimum Tender Condition or any other condition to the Offer, subject to applicable law.

Additional Information

Global Bondholder Services Corporation is the Information Agent and Depositary for the Offer. Questions regarding the Offer should be directed to Citi, attention John Clements, Managing Director, Structured Credit Group at [phone] (collect). Requests for documentation should be directed to Global Bondholder Services Corporation at [phone] (for banks and brokers only) or [phone] (for all others toll-free). This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes. The Offer is being made solely pursuant to the Offer to Purchase and related documents. The Offer is not being made to holders of Preferred Shares in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Citi, the leading global financial services company, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management.

Additional information may be found at www.citigroup.com | Twitter: @Citi | YouTube: www.youtube.com/citi | Blog: http://new.citi.com | LinkedIn: www.linkedin.com/company/citi