citigroup global markets inc 390 greenwich street

WebCitigroup Global Markets Realty Corporation litigation, intellectual property, and other public records. New York, New York 10019 . Certain of the Commitment Parties or their affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you, Parent, the Company or other companies which may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities trading with any thereof. equity (deficit) of Parent and its subsidiaries as of and for the fiscal years ended December31, 2017, December31, 2018 and December31, 2019 and for each subsequent fiscal year ended at least 90 days prior to the Closing Date (it being understood that the Lead Arrangers acknowledge receipt of such audited financial statements for the fiscal years ended December31, 2017, December31, 2018 and December31, 2019) and (iv)the unaudited condensed consolidated balance sheet and the related condensed consolidated statements of comprehensive income (loss) and cash flows of Parent and its. WebCITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. is a District Of Columbia Corporation filed on September 25, 1998. or the ?Borrower? The existence of such filings may not result in censure or penalty for an advisor and customer complaints against Indemnification; Settlement; Limitation of Liability. You also agree that the Lead Arrangers and their affiliates and each of 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, and including, without limitation, the Lead Arrangers, an ?Arranger-Related Person?) (b) Settlement. herein, Citi and MSSF shall be entitled to the confidentiality, indemnification and cost reimbursement provisions of this Commitment Letter as if they were in effect as of the Original Signing Date. This Commitment Letter (including the exhibits hereto), together with the Fee Letter dated the date hereof, (i)are the only agreements that have been entered into among the parties hereto with respect to the Incremental Term Loan Facility and (ii)supersede all prior understandings, whether written or oral, among us with respect to the Incremental Term Loan Facility and sets forth the entire understanding of the parties hereto with respect thereto. (B)(2) - CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013, Title: Executive VP, Chief Financial Officer. Senior secured first lien incremental term loans (the ?Incremental Term Loan Facility? Toggle navigation OPEN GOV US. You acknowledge and agree that the following documents, without limitation, may be distributed to both Private Siders and Public Siders, unless you advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private Siders: (a)administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) term sheets and notification of changes in the terms of the Incremental Term Loan Facility, (c)drafts and final versions of the definitive documentation for the Incremental Term Loan. Citigroup was established as a corporation incorporated in CITIGROUP GLOBAL MARKETS HOLDINGS INC. /s/ Rommel Celleri. 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? advisor. subsidiaries as of and for each subsequent fiscal quarter (other than the fourth fiscal quarter of Parent?s fiscal year) ended at least 45 days before the Closing Date (it being understood that the Lead Arrangers acknowledges receipt of such unaudited consolidated financial statements in respect of the fiscal quarters ending March31, 2020, June30, 2020 and September30, 2020). Citigroup Global Markets Inc. 390 Greenwich Street New York, NY 10013, USA. As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . This Commitment Letter and the commitments hereunder are intended to be solely for the benefit of the parties hereto (and Indemnified Persons) and are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons to the extent expressly set forth herein). Please be advised that this site is not optimized for use with Microsoft Internet Explorer 6. Learn more about how to better serve divorced clients and their financial needs. Overview. DELAWARE : 333-209768-05 : 38-7192758 (State or Other Jurisdiction of. WebCiti, the leading global bank, serves more than 200 million customer accounts and does business in more than 160 countries and jurisdictions. (A)(1)(II) - Form of Letter of Transmittal (including Internal Revenue Service Form W-9), EX-99. Other major brand names under Citigroup's trademark red Same as set forth in the Credit Agreement, except that a ?soft call? WebCitigroup is a pre-eminent financial services company with nearly 200 million customer accounts in 100-plus countries. ; this amended and restated commitment letter, the Transaction Description, the Term Sheet and the Summary of Additional Conditions attached hereto as Exhibit C, together with the amended and restated fee letter delivered in connection herewith (the ?Fee Letter? You acknowledge that the Commitment Parties and their affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other persons in respect of which you, the Company and your and its respective affiliates may have conflicting interests regarding the transactions described herein and otherwise. Options Flow - Real Time Feed; Put/Call Ratio - Top Bullish; Put Call Ratio - Top Bearish; SCREENS In connection with the Transactions, (i)Citi is pleased to advise you of its several but not joint commitment to provide 40% principal amount of the Incremental Term Loan Facility, (ii)MSSF is pleased to advise you of its several but not joint commitment to provide 40% principal amount of the Incremental Term Loan Facility and (iii)JPM is pleased to advise you of its several but not joint commitment to provide 20% principal amount of the Incremental Term Loan Facility, in each case, subject only to the satisfaction of the conditions set forth in Section6 below. in Exhibit B hereto. [Remainder of this page intentionally left blank]. This message is for debugging purposes. (such Information, Projections, other offering and marketing material and the Information Memorandum, collectively, with the Term Sheet, the ?Information Materials?) 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 Options Flow - Real Time Feed; Put/Call Ratio - Top Bullish; Put Call Ratio - Top Bearish; SCREENS and the loans thereunder, the ?Incremental Term Loans?) This paragraph, and the provisions herein, shall be referred to as the ?Certain Funds Provisions?. relationships with you described and referred to herein. in connection with any syndication, assignment or participation of the Incremental Term Loan Facility, including its commitments in respect thereof, until after the Closing Date has occurred, (ii)except as expressly provided in Section2, no assignment or novation by any Initial Lender shall become effective as between you and the Initial Lenders with respect to all or any portion of any Initial Lender?s commitments in. Update Now Law Firm Info Reviews People Attorneys Mark James Amrhein (Attorney) Craig Stuart Barrack (Lawyer) Donald A. Bendernagel (Director) Eugene V. WebThe firm's central office is at 388 Greenwich Street, New York, New York 10013. The provisions of this paragraph shall automatically terminate on the second anniversary of the date hereof. identified by the Lead Arrangers in consultation with you and reasonably acceptable to the Lead Arrangers and you (your consent not to be unreasonably withheld or delayed), and you agree to use commercially reasonable efforts to assist the Initial Lenders with the syndication of the Incremental Term Loan Facility; provided that (a)we agree not to syndicate our commitments to certain banks, financial institutions and other institutional lenders (or related funds of such institutional lenders clearly identifiable solely by similarity of name) identified to us by you in writing prior to the Original Signing Date (?Disqualified Lenders?) Please be advised that this site is not optimized for use with Microsoft Internet Explorer 6. Webor from Citigroup Global Markets Inc., Options Department, 390 Greenwich Street, New York, NY 10013. You acknowledge that, in such capacity, each Buy Side Advisor may advise Parent or such subsidiary in other manners adverse to the interests of the parties hereto. Michael J, Federal Reserve Establishes Special Commercial Paper Backstop and Primary Dealer Funding Facilities, Summary of U.S. Financial Sector Initiatives Responding to COVID-19 Update of March 24, 2020 at 8:00 Am, FOMC, March 17, 2020 Press Release Establishment of a Primary Dealer Credit Facility (PDCF) to Support the Credit Needs Of, Danmarks Nationalbank 2 New Primary Dealer Model Continues in 2018, The Shadow Price of Intermediary Constraints, Ubs Financial Interest Summary Disclosures General Erisa Services Disclosure Capital Markets/Financial Advisory, Market Making and Proprietary Trading in the US Corporate Bond Market, Statement of Good Practice for Participation in Sovereign and Supranational Auctions in Fixed Income Markets, Citigroup Global Markets Inc. 390 Greenwich Street New York, NY 10013, USA, The Internal Capital Markets of Global Dealer Banks, Fed Introduces Modified Primary Dealer Credit Facility by June Rhee, Federal Reserve Banks Combined Quarterly Financial Report, What Financing Data Reveal About Dealer Leverage Tobias Adrian and Michael J, The Federal Reserve Returns to Emergency Lending: Creates Commercial Paper Funding Facility and Primary Dealer Credit Facility, The Primary Dealer Credit Facility (PDCF) (U.S. GFC), SIFMA Insights: US Fixed Income Market Structure Primer. It is understood that in connection with your and the Company?s assistance described above, customary authorization letters will be included in any Information Materials that authorize the distribution thereof to prospective Lenders, represent that the additional version of the Information Materials does not include any MNPI and exculpate (i)Parent, the Company and their respective subsidiaries with respect to any liability related to the misuse of the contents of the Information Materials or related offering and marketing materials by the recipients thereof and (ii)us and our affiliates with respect to any liability related to the use or misuse of the contents of the Information Materials or related offering and marketing materials by the recipients thereof. with respect to Parent, its affiliates, the Company or their respective securities and who may be engaged in investment and other market related activities with respect to Parent the Company or their respective securities) (each, a ?Public Sider? 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. Each of the Commitment Parties hereto acknowledges (i)the retention of such entities as a Buy Sider Advisor and (ii)that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Commitment Party on the part of such entities or their affiliates. Title: Authorized Signatory. WebContact Citi Global Markets 390 Greenwich Street New York, NY 10013 (212) 723-6000 Visit Website Get Directions Similar Businesses Detailed Information Location Typeunknown Year Establishedunknown Annual Revenue Estimateunknown SIC Code show Employeesunknown Contactsshow Is this your listing? or as a new tranche of term loans pursuant to the Credit Agreement. CITIGROUP GLOBAL MARKETS INC. branch. You agree that, if at any time prior to the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the Projections contained in the Information Memorandum were being furnished, and such representations were being made, at such time, then you will (or, prior to the Closing Date, with respect to the Information and such Projections relating to the Company, will use commercially reasonable efforts to) promptly supplement the Information and such Projections such that (with respect to Information and Projections relating to the Company and its subsidiaries, to your knowledge) such representations and warranties are correct in all material respects in light of the circumstances under which the statements included in such Information were made. c/o J.P. Morgan Securities LLC . File Number of Issuing Entity) (IRS Employer and, together with any relevant lending affiliate, the ?Initial Lenders?. As set forth in Exhibit A to the Commitment Letter. Notwithstanding any other provision of this Commitment Letter, (i)no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, except to the extent that such damages have resulted from the willful misconduct or gross negligence of such Indemnified Person or any of such Indemnified Person?s controlled affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives, in each case who are involved in or aware of the Transactions as determined by a final and non-appealable judgment of a court of competent jurisdiction and (ii)without in any way limiting the indemnification obligations set forth above, none of Parent, the Company or any of their respective subsidiaries (or any of their respective affiliates, directors, officers, employees, representatives and agents), us or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Transactions (including the Incremental Term Loan Facility and the use of proceeds thereunder), or with respect to any activities related to the Incremental Term Loan Facility, including the preparation of this Commitment Letter, the Fee Letter and the Credit Facilities Documentation. WebCiti Markets provides world-class products and financing solutions for corporations, governments, and institutional and retail investors through our dominant underwriting, (B)(2) - February 12, 2021. WebCitigroup Global Markets, Inc. Website. that you intend to incur up to an incremental $1,300million in principal amount under the terms of that certain credit agreement dated as of May7, 2015 (as the same may have been amended, supplemented, restated or otherwise modified prior to the date hereof, the ?Credit Agreement?, without giving effect to any amendments, supplements, restatements or modifications thereto that are materially adverse to the Commitment Parties, without the prior written consent of the Lead Arrangers; capitalized terms used herein and not otherwise defined being used as defined therein), among Horizon Therapeutics USA, Inc. (?you? shall apply with respect to the Incremental Term Loans until the date that is six months after the Closing Date on terms and conditions otherwise consistent with Section2.12(k) of the Credit Agreement. Nothing on this website constitutes, or is meant to constitute, advice of any kind. 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. and the requirements of 31 C.F.R. Facility (the ?Credit Facilities Documentation?) If you require advice in relation to any financial matter you should consult an appropriate professional. The principal address is 388 Greenwich St, New York, NY 10013. (A)(1)(IV) - Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, EX-99. Attention: Liability Management Group (800) 828-3182 (toll free) (212) 902-518 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. This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Webor from Citigroup Global Markets Inc., Options Department, 390 Greenwich Street, New York, NY 10013. shall not be deemed to be a competing offer, placement, issuance or arrangement of the Incremental Term Loan Facility). WebSecurities and Commodity Contracts Intermediation and BrokerageSecurities, Commodity Contracts, and Other Financial Investments and Related ActivitiesFinance and Insurance Before distribution of any Information Materials, you agree to use commercially reasonable efforts to identify that portion of the Information Materials that may be distributed to the Public Siders as ?Public Information?, which, at a minimum, shall mean that the word ?PUBLIC? equity (deficit) of the Company and its subsidiaries as of and for the fiscal years ended December31, 2018 and December31, 2019 and for each subsequent fiscal year ended at least 90 days prior to the Closing Date (it being understood that the Lead Arrangers acknowledge receipt of such audited financial statements for the fiscal years ended December31, 2018 and December31, 2019), (ii) the unaudited condensed consolidated balance sheet and the related condensed consolidated statements of operations and comprehensive income (or loss) and cash flows of the Company and its subsidiaries as of and for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company?s fiscal year) ended at least 45 days before the Closing Date (it being understood that the Lead Arrangers acknowledge receipt of such unaudited consolidated financial statements in respect of the fiscal quarters ending March31, 2020, June30, 2020 and September30, 2020), (iii) the audited consolidated balance sheet and the related audited consolidated statements of income, cash flows and shareholders? WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 - Viela Bio, Inc. - EX-99. 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?) The complex was acquired by a joint venture consisting of SL Green Realty and SITQ for US$1.58 billion. WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 As Representatives of the several Underwriters listed in Schedule I to the Agreement Horizon Therapeutics plc (the ?Parent?) WebCitigroup Global Markets Inc. J.P. Morgan Securities LLC . 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?). in Exhibit B hereto are satisfied (it being understood that (x)no security interest in any Collateral shall constitute a condition precedent to the availability of the Incremental Term Loan Facility on the Closing Date other than any Collateral the security interest in which may be perfected, to the extent certificated, by the delivery of stock certificates representing stock of the Company and (y), with respect to security to be provided by the Company and any restricted subsidiary of the Company that is required to become a Guarantor, the provision of such security shall not constitute a condition precedent to the availability of the Incremental Term Loan Facility on the Closing Date other than any Collateral the security interest in which may be perfected, to the extent certificated, by the delivery of stock certificates representing stock of the Company). You hereby acknowledge that (a)the Lead Arrangers will make available Information (as defined below), Projections and other offering and marketing material and presentations, including confidential information memoranda to be used in connection with the syndication of the Incremental Term Loan Facility in a form customarily delivered in connection with senior secured bank financings (the ?Information Memorandum?) One of the best Homeowner Association, Home Services business at 390 Greenwich St, New York NY, 10013 United Date and the Syndication Date and (b)confidentiality of the Fee Letter and the contents thereof) shall automatically terminate and be superseded by the provisions of the Credit Facilities Documentation upon the initial funding of the Incremental Term Loan Facility, and you shall automatically be released from all liability in connection therewith at such time. This Commitment Letter amends, restates and supersedes in its entirety that certain commitment letter, dated as of January31, 2021 (such date, the ?Original Signing Date? c/o Citigroup Global Markets Inc. 388 Greenwich Street . WebCITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. is a District Of Columbia Corporation filed on September 25, 1998. 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. We hereby notify you that pursuant to the requirements of the USA PATRIOT Act (TitleIII of Pub. c/o J.P. Morgan Securities LLC . When financial advisors have events You agree that you will not claim that the Commitment Parties or their applicable affiliates, as the case may be, have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to you or your affiliates, in connection with such transaction or the process leading thereto. (D)(3) - MUTUAL NONDISCLOSURE AGREEMENT, EX-99. and distribution of fees among the Lenders. intends to acquire (the ?Acquisition? 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. Learn more today. You agree that no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter) will be paid to any Lender (as defined below) in order to obtain its commitment to participate in the Incremental Term Loan Facility unless you and we shall so agree. and (B)the Specified Representations (as defined below) and (ii)the terms of the Credit Facilities Documentation shall be in a form such that they do not impair the availability or funding of the Incremental Term Loan Facility on the Closing Date if the conditions set forth in the section entitled ?Conditions to Borrowing? WebCitigroup Global Markets Inc. J.P. Morgan Securities LLC . commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to (a)assistance to be provided in connection with the syndication thereof (including supplementing and/or correcting Information and Projections) prior to the later of the Closing. ft. house located at 390 11th St, Montara, CA 94037 sold for $245,000 on Jun 24, 1988. ?signed,? on a confidential basis to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, Debt X, SyndTrak Online or by similar electronic means and (b)certain of the Lenders may be ?public side? WebCITIGROUP GLOBAL MARKETS INC. branch. Any change to the definition of Company Material Adverse Effect (as defined in the Merger Agreement on the Original Signing Date) shall be deemed materially adverse to the interests of the Lenders and the Lead Arrangers and shall require the consent of the Lead Arrangers (not to be unreasonably withheld, delayed, denied or conditioned). Visit Citigroup Global Markets Inc. I would like to receive free Advisor Practice Management Guides, the U.S. News Advisor Weekly newsletter, and occasional updates regarding the U.S. News Advisor Directory. as a new tranche of term loans pursuant to the Credit Agreement, in either such case in an aggregate principal amount of $1,300million. 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. ), Horizon Therapeutics plc (?Parent? In arranging and syndicating the Incremental Term Loan Facility, each of the Commitment Parties will be entitled to use and rely primarily on the Information and the Projections contained in the Information Memorandum without responsibility for independent verification thereof. WebCitigroup Global Markets Inc. J.P. Morgan Securities LLC . This rating is based on the EBITDA margin in relation to the company's sales, based on past performance . (the ?Company?). Client type information from Form ADV. WebThe principal offices for Citigroup are located at 388 Greenwich Street, New York, NY 10013, and its telephone number is + 1 212 559-1000. This notice is given in accordance with the requirements of the PATRIOT Act and the Beneficial Ownership Regulation and is effective for each of us and the Lenders. WebCiti, the leading global bank, serves more than 200 million customer accounts and does business in more than 160 countries and jurisdictions. 2021-08-23 - 2021-08-29 Addition of officer JONATHAN LEACH, director. means the representations and warranties of the Borrower and the Guarantors set forth in the Credit Facilities Documentation relating to organizational status of the Borrower and the Guarantors (as they relate to due authorization, execution, delivery and performance of the Credit Facilities Documentation); power and authority, due authorization, execution and delivery and enforceability with respect to the Credit Facilities Documentation, no conflicts with or consent under organizational documents, in each case, related to the entering into and the performance of the Credit Facilities Documentation and the incurrence of the extensions of credit and granting of the security interests in the Collateral to secure the Incremental Term Loan Facility; solvency as of the Closing Date (after giving effect to the Transactions and with solvency being determined in a manner consistent with Exhibit C to the Credit Agreement) of Parent and its subsidiaries on a consolidated basis; Federal Reserve margin regulations; Patriot Act; OFAC; FCPA; the Investment Company Act; and, subject to the parenthetical in the immediately preceding sentence, creation, validity and perfection of security interests in the Collateral (as defined in Exhibit B). For more detailed information on Citigroup Global Markets Incs conduct, please visit Finras BrokerCheck, the SECs Investment Adviser Public Disclosure database, or your states regulatory agencies. In the ordinary course of these activities, certain of the Commitment Parties and their respective affiliates may actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of you, Parent, the Company and other companies which may be the subject of the arrangements contemplated by this letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities.

Inside Henry Viii Tomb, Grand Bazaar Fake Brands, Charles E Merrill Family Tree, Articles C