right to syndicate the Incremental Term Loan Facility and receive commitments with respect thereto, (i)no Initial Lender shall be relieved, released or novated from its obligations hereunder (including, subject to the satisfaction of the conditions set forth herein, its obligation to fund the Incremental Term Loan Facility on the date requested by the Borrower (the date of such funding, the ?Closing Date?)) and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and the Beneficial Ownership Regulation. New York, For the avoidance of doubt, compliance by you and/or your affiliates with the terms and conditions of this Commitment Letter (other than as set forth above in this Section6) is not a condition to the Initial Lenders? designation and shall appear on the top left and shall hold the leading role and responsibility customarily associated with such ?top left? Citi, MSSF and JPM will act as lead arrangers and bookrunners for the Incremental Term Loan Facility (each a ? commitments to fund the Incremental Term Loan Facility hereunder on the terms set forth herein. Once paid, such fees shall not be refundable except as otherwise agreed in writing. c/o J.P. Morgan Securities LLC . WebCitigroup Global Markets Inc may attempt to influence state statutes and administrative rules related to all areas of state finance, including financing of pension and transportation bonds, debt restructuring, revolving funds, and other The availability of the Incremental Term Loan Facility on the Closing Date will be subject solely to (a)the applicable conditions set forth in Section6 of the Commitment Letter and in Exhibit C to the Commitment Letter, (b)delivery of a customary borrowing notice, (c)the accuracy of representations and warranties in all material respects subject, to the Certain Funds Provisions and (d)the conditions set forth in Section2.20(d) of the Credit Agreement (with the Acquisition being deemed to be a Limited Condition Acquisition (as defined in the Credit Agreement)), subject to the Certain Funds Provisions. Data obtained from U.S. Securities and Exchange Commission as of 12/14/2022. through a tender offer followed by a short-form merger transaction in accordance with the terms of the Merger Agreement and the Company will become a wholly-owned subsidiary of Parent. Update This Record. The Most Important Ages for Retirement Planning: Age 50, The Most Important Ages for Retirement Planning: Age 59 , The Most Important Ages for Retirement Planning: Age 65, The Most Important Ages for Retirement Planning: Age 66, The Most Important Ages for Retirement Planning: Age 70 . Webor from Citigroup Global Markets Inc., Options Department, 390 Greenwich Street, New York, NY 10013. The company's filing status is listed as Active and its File Number is 983198. The Borrower and the Guarantors shall have executed definitive Credit Facilities Documentation relating to the Incremental Term Loan Facility, including without limitation, the Incremental Amendment (as defined in the Credit Agreement), guarantees, security agreements, pledge agreements, and other related definitive documents, which shall be consistent with the terms set forth in this Commitment Letter (as may be modified by the market flex provisions of the Fee Letter) and the Credit Agreement and subject to the Certain Funds Provisions and otherwise reasonably satisfactory to the Commitment Parties and the Borrower. The agent name of this company is: C T CORPORATION SYSTEM , and company's status is listed 390 GREENWICH STREET, NEW YORK, NY 10013 will continue to act as administrative agent and collateral agent under the Credit Agreement (the financial institution appointed in such capacity, the ?Administrative Agent?). Broker Details Market Specialization Real Estate OTC Metals Interest Rates Foreign Exchange The company's filing status is listed as Active and its File Number is 983198. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (i.e., a ?pdf? For purposes hereof, ?Specified Representations? All rights reserved. Fintel is a registered trademark. 1010.230 (the ?Beneficial Ownership Regulation? (?JPM? Web4 beds, 3 baths, 1960 sq. You further acknowledge and agree that (a)you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto, (b)you are capable of evaluating and understand and accept the terms, risks and conditions of the transactions contemplated hereby, and (c)we have provided no legal, accounting, regulatory or tax advice and you contacted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate. How Do Treasury Dealers Manage Their Positions? availability and funding of the Incremental Term Loan Facility is subject to conditions precedent), including the good faith negotiation of the Credit Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter and (ii)the Fee Letter is a legally valid and binding agreement of the parties thereto with respect to the subject matter set forth therein. The Borrower will obtain senior secured first lien incremental term loans on the terms described on Exhibit B to the Commitment Letter (the ?Incremental Term Loan Facility? In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit C shall be determined by reference to the context in which it is used. 383 Madison Avenue . One of the best Homeowner Association, Home Services business at 390 Greenwich St, New York NY, 10013 United In December 2007, 388 Greenwich Street and 390 Greenwich Street were sold by Citigroup in order to reduce real estate exposure on its balance sheet. Company Number 112418191 Status Active Incorporation Date 25 September 2019 (about 3 years ago) Company Type Foreign Corporation 388 GREENWICH STREET, NEW YORK,, NY, 10013, USA Latest Events. WebCitigroup Global Markets Inc 388 Greenwich Street, New York, NY(212) 816-6000 Website See Advisors At This Firm Overview Fees & Compensation Client Types Contact advisor. Each of the parties hereto agrees that (i)this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein (it being understood and agreed that the. WebCiti, the leading global bank, serves more than 200 million customer accounts and does business in more than 160 countries and jurisdictions. North Carolina Corporations; SEC EDGAR Entities; System for Award Management (SAM) Entities; Charities and Non-Profit Organizations CITIGROUP GLOBAL MARKETS REALTY CORP. 388 Greenwich Street, New York, Printer Friendly View. This website is provided as is without any representations or warranties, express or implied. Data obtained from U.S. Securities and Exchange Commission. Web390 GREENWICH ST FL 4 NEW YORK, NY 10013 Get Directions (212) 723-4421 Company Summary. WebCiti, the leading global bank, serves more than 200 million customer accounts and does business in more than 160 countries and jurisdictions. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (including the obtaining of the ratings referenced above) shall not constitute a condition to the commitments hereunder or the funding of the Incremental Term Loan Facility on the Closing Date. By marking Information Materials as ?PUBLIC?, you shall be deemed to have authorized the Commitment Parties and the proposed Lenders to treat such Information Materials as not containing any MNPI (it being understood that you shall not be under any obligation to mark the Information Materials ?PUBLIC?). and words of like import shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formulations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transaction Act. Lenders (i.e. The Federal Reserve's Commercial Paper Funding Facility, Periodic Report: Update on Outstanding Lending Facilities Authorized by the Board Under Section 13(3) of the Federal Reserve Act May 23, 2020, 1992 Joint Report on the Government Securities Market, The Relevance of Primary Dealers for Public Bond Issues Wolfgang Breuer CFS Working Paper No, Term Sheet for Primary Dealer Credit Facility (PDCF), The G-Spread Suggests Federal Reserve Restored Calm to Treasury Markets by Karlye Dilts Stedman, The U.S. Treasury Floating Rate Note Puzzle: Is There A, European Primary Dealers Handbook Updated Q3 2017, Who Buys Treasury Securities at Auction? designation and its name shall appear immediately to the right of Citi. You shall not be liable for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the other provisions of this Section7. ft. house located at 390 11th St, Montara, CA 94037 sold for $245,000 on Jun 24, 1988. in Exhibit B hereto. WebSecurities and Commodity Contracts Intermediation and BrokerageSecurities, Commodity Contracts, and Other Financial Investments and Related ActivitiesFinance and Insurance and the loans thereunder, the ?Incremental Term Loans? Citigroup, however, maintained their primary presence in the complex through a 15-year The Lead Arrangers, in their capacities as such, will manage, in consultation with you, all aspects of any syndication of the Incremental Term Loan Facility, including decisions as to the selection of institutions reasonably acceptable to you (your consent not to be unreasonably withheld or delayed) to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (subject to your consent rights set forth in the second preceding paragraph and excluding Disqualified Lenders), the allocation of the commitments among the Lenders and the amount. The proceeds of borrowings under the Incremental Term Loan Facility shall be used by the Borrower on the Closing Date, together with cash on hand of Parent and its subsidiaries, to pay the Acquisition Costs. ), each of us and each of the Lenders may be required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information may include their names, addresses, tax identification numbers and other information that will allow each of us and the Lenders to identify the Borrower and the Guarantors in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. (b) Settlement. Open doors with marketers, their agencies CEO Jane Fraser and the senior leadership team shared perspectives and key datapoints about Citis path forward. (the ?Company?). The commitments of the Initial Lenders hereunder to fund the Incremental Term Loan Facility on the Closing Date and the agreements of the Lead Arrangers to perform the services described herein are subject solely to the conditions set forth in the section entitled ?Conditions to Borrowing? DELAWARE : 333-209768-05 : 38-7192758 (State or Other Jurisdiction of. Find Reviews, Ratings, Directions, Business Hours, Contact Information and book online appointment. Lenders that do not wish to receive material non-public information (?MNPI?) Contact the U.S. News Advisor Finder. WebThe principal offices for Citigroup are located at 388 Greenwich Street, New York, NY 10013, and its telephone number is + 1 212 559-1000. will continue to act as sole administrative agent and sole collateral agent, in each case, with respect to the Senior Secured Credit Facilities (the financial institution appointed in such capacity, the ? WebCitigroup Global Markets Inc. J.P. Morgan Securities LLC . WebCitigroup is a pre-eminent financial services company with nearly 200 million customer accounts in 100-plus countries. or in the Commitment Letter. As consideration for the commitments of the Initial Lenders hereunder and for the agreement of the Lead Arrangers to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the Term Sheet and in the Fee Letter if and to the extent due and payable. Fintel makes no representations or warranties in relation to this website or the information and materials provided on this website. and together with Citi and MSSF, ?we?, ?us? directors, agents, employees, attorneys, accountants, advisors, or controlling persons, on a confidential and need-to-know basis. 7. The complex was acquired by a joint venture consisting of SL Green Realty and SITQ for US$1.58 billion. You hereby represent and warrant that (with respect to Information and Projections relating to the Company and its subsidiaries, to your knowledge)(a) all material written information and written data, other than the Projections and other forward-looking information regarding the future performance of Parent, the Company and their respective subsidiaries and other than information of a general economic or industry specific nature (the ?Information? ), you agree to actively assist the Lead Arrangers in seeking to complete a timely syndication that is reasonably satisfactory to us and you. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of each Buy Side Advisor and/or its affiliates? Citigroup Global Markets Inc. 390 Greenwich Street New York, NY 10013, USA . or the ?Commitment Parties?) CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I)NOT MATERIAL AND (II)WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. The Incremental Term Loan Facility will be available in a single drawing on the Closing Date. Notwithstanding anything to the contrary contained in this Commitment Letter, each Commitment Party agrees that for a period of six months following the Original Signing Date, such Commitment Party and its affiliates will not provide or arrange for any other person any new financing that, to such Commitment Party?s or affiliate?s knowledge, will be used to fund the acquisition of the Company. Capitalized terms used but not defined in this ExhibitA shall have the meanings set forth in the other Exhibits to the Commitment Letter to which this ExhibitA is attached (the ?Commitment Letter?) Citi - Citigroup Global Markets Inc. (Main Office) - New York, NY 388 Greenwich St. New York, NY 10013 Write A Review (212) 816-6000 Updated: 09/10/2013 Your Profile? (B)(2) - CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013, Title: Executive VP, Chief Financial Officer. This rating is based on the EBITDA margin in relation to the company's sales, based on past performance . To induce the Commitment Parties to enter into this Commitment Letter and the Fee Letter and to proceed with the documentation of the Incremental Term Loan Facility, you. as a new tranche of term loans pursuant to the Credit Agreement, in either such case in an aggregate principal amount of $1,300million. Attorneys (29) Markets (0) Patents (15) Trademarks (566) Payments (0) Related (203) Citigroup Global Markets Realty Corporation 390 Greenwich Street 6th Floor New York, NY 10013. The Commitment Parties and their respective affiliates may have economic interests that conflict with those of Parent, the Company and their respective affiliates and may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates and the Commitment Parties have no obligation to disclose any of such interests to you or your affiliates. The term "Wall Street" has become a metonym for the financial markets of the United States as a whole, the American financial services industry, New Yorkbased financial WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 - Viela Bio, Inc. - EX-99. You will be solely responsible for the contents of the Information Materials and each of the Commitment Parties shall be entitled to use and rely upon the information contained therein without responsibility for independent verification thereof. The Lead Arrangers shall have received an unaudited pro forma consolidated balance sheet and related unaudited pro forma consolidated statement of income of Parent and its subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days (or 90 days if such four-fiscal quarter period is the end of Parent?s fiscal year) prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred on such date (in the case of such pro forma balance sheet) or on the first day of such period (in the case of such pro forma statement of income), as applicable; provided that such pro forma financial information need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). Web19 customer reviews of Citigroup Global Markets. The Lead Arrangers shall have received copies of (i)the audited consolidated balance sheet and the related audited consolidated statements of operations and comprehensive loss, cash flows and shareholders? fees (to the extent any such consultant has been retained with your prior written consent (such consent not to be unreasonably withheld or delayed)), syndication expenses, travel expenses and reasonable fees, disbursements and other charges of a single counsel to the Commitment Parties identified in the Term Sheet and of a single local counsel to the Commitment Parties in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and of such other counsel retained with your prior written consent (such consent not to be unreasonably withheld or delayed)), in each case incurred in connection with the Incremental Term Loan Facility and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the Credit Facilities Documentation and any security arrangements in connection therewith (collectively, the ?Expenses?). WebCiti Markets provides world-class products and financing solutions for corporations, governments, and institutional and retail investors through our dominant underwriting, sales and trading, and distribution capabilities. Citigroup Center, a diagonal-roof skyscraper located in Midtown Manhattan, New York City, is Citigroup's most famous office building, which despite popular belief is not the company's headquarters building. or the ?Borrower? At the request of the Lead Arrangers, you agree to assist us in preparing an additional version of the Information Materials to be used in connection with the syndication of the Incremental Term Loan Facility that consists exclusively of information that is publicly available and/or does not include MNPI with respect to Parent, the Company or any of their respective subsidiaries for the purpose of United States federal and state securities laws to be used by Public Siders. (A)(1)(I) - Offer to Purchase for Cash All Outstanding Shares of Common Stock Viela Bio, Inc., $53.00 NET PER SHARE Teiripic Merger Sub, Inc. an indirect wholly owned subsidiary of Horizon Therapeutics Public Limited Company, EX-99. Please be advised that this site is not optimized for use with Microsoft Internet Explorer 6. relationships with you described and referred to herein. Re: Notice Seeking Public Comment on Get a D&B Hoovers Free Trial. (B)(2) - February 12, 2021. It is further agreed that in any Information Materials (as defined below) and all other offering or marketing materials in respect of the Incremental Term Loan Facility, (i)Citi shall have ?left side? and, together with any relevant lending affiliate, the ?Initial Lenders?. April 22, 2016 By Electronic submission . agree (x)to indemnify and hold harmless each Commitment Party, their respective affiliates and the respective officers, directors, employees, agents, advisors and other representatives and the successors and assigns of each of the foregoing (each, an ?Indemnified Person? Such assistance shall include, without limitation, (a)your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships, (b)direct contact between senior management, certain representatives and certain advisors of you, on the one hand, and the proposed Lenders, on the other hand (and using your commercially reasonable efforts to ensure such contact between senior management, certain representatives and certain advisors of the Company, on the one hand, and the proposed Lenders, on the other hand), in all such cases at times mutually agreed upon, (c)your assistance in the preparation of the Information Materials (as defined below), (d) the hosting, with the Lead Arrangers, of a meeting of prospective Lenders at a time and location to be mutually agreed upon, (e)your using commercially reasonable efforts to provide customary forecasts of financial statements of Parent for the remaining quarter of Parent?s 2020 fiscal year and for the five fiscal years thereafter commencing with Parent?s 2021 fiscal year (collectively, the ?Projections?) WebCitigroup is a pre-eminent financial services company with nearly 200 million customer accounts in 100-plus countries. Open doors with marketers, their agencies and the technologies they work with by leveraging Winmos industry-leading sales c/o J.P. Morgan Securities LLC . For Financial Advisors, from U.S.News: Get the Advisor's Guide to Working with Divorced Clients. Open doors with marketers, their agencies and the technologies they work with by leveraging Winmos industry-leading sales intelligence database. commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Incremental Term Loan Facility and in no event shall the commencement or successful completion of syndication of the Incremental Term Loan Facility constitute a condition to the availability of the Incremental Term Loan Facility on the Closing Date. Citigroup Global Markets Inc. 390 Greenwich Street New York, NY 10013, USA. WebCITIGROUP GLOBAL MARKETS INC. was registered on Sep 25, 1998 as a stock type company located at 388 GREENWICH STREET, NEW YORK, NY 10013 . ), directly or indirectly, an entity previously identified to the Commitment Parties by you as ?Venus? WebCITIGROUP GLOBAL MARKETS INC. branch. (AS DEFINED IN THE MERGER AGREEMENT) (AND WHETHER OR NOT A COMPANY MATERIAL ADVERSE EFFECT HAS OCCURRED AND IS CONTINUING), (B) THE DETERMINATION OF THE ACCURACY OF ANY SPECIFIED MERGER AGREEMENT REPRESENTATION AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF YOU AND ANY OF YOUR AFFILIATES HAVE THE RIGHT TO TERMINATE YOUR AND ITS OBLIGATIONS THEREUNDER OR TO DECLINE TO CONSUMMATE THE ACQUISITION AND (C)THE DETERMINATION OF WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE MERGER AGREEMENT SHALL, IN EACH CASE, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW (AS DEFINED IN THE MERGER AGREEMENT) PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. Phone: (212) 723-4421. Assets Under Management $43.9 billion Number of Advisors 3,786 Disclosures No Office Location 388 Greenwich Street New York, NY 10013 ), among Citi, MSSF and you; provided that notwithstanding anything to the contrary contained. ?signature? This message is for debugging purposes. In such capacities, each of Citi, MSSF and JPM are an ?Initial Lender? We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions. THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; PROVIDED THAT (A)THE INTERPRETATION OF THE DEFINITION OF ?COMPANY MATERIAL ADVERSE EFFECT? ?signed,? Since the Original Signing Date, there shall not have been any Company Material Adverse Effect (as defined in the Merger Agreement on the Original Signing Date) that is continuing as of the Closing Date. Options Flow - Real Time Feed; Put/Call Ratio - Top Bullish; Put Call Ratio - Top Bearish; SCREENS Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed (x)to you at 150 South Saunders Road, Lake Forest, IL 60045, Attention: Brian Beeler, or (y)to us at the addresses set forth above, in each case shall be effective service of process for any suit, action or proceeding brought in any such court. The indemnification, compensation (if applicable), reimbursement (if applicable), jurisdiction, governing law, venue, waiver of jury trial, syndication and confidentiality provisions contained herein and in the Fee Letter and the provisions of Section8 of this Commitment Letter shall remain in full force and effect regardless of whether the Credit Facilities Documentation shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the Initial Lenders? 1911 Greenwich St has rental units ranging from 600-750 sq ft . Citigroup. It is a systemically important financial institution and is on the list of systemically important banks that are too big to fail. It is one of the nine global investment banks in the Bulge Bracket . The principal address is 388 Greenwich St, New York, NY 10013. WebView Citigroup Global Capital Markets, Inc. Marketing Contacts, Executives, Media Spend, Marketing Technologies and Brands. 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