citigroup global markets inc 390 greenwich street

WebThe principal offices for Citigroup are located at 388 Greenwich Street, New York, NY 10013, and its telephone number is + 1 212 559-1000. 388 GREENWICH STREET; NEW YORK; 10013; NY; UNITED STATES; Agent Name C T CORPORATION SYSTEM 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). WebCitigroup Global Markets, Inc. Website. 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 . WebCitigroup is a pre-eminent financial services company with nearly 200 million customer accounts in 100-plus countries. ?Citi? ), Horizon Therapeutics plc (?Parent? The provisions of this paragraph shall automatically terminate on the second anniversary of the date hereof. Are you an advisor? It is understood and agreed that the Incremental Term Loan Facility may, at the discretion of the Lead Arrangers, be issued as either an increase in the term loans currently provided under Section2.20 of the Credit Agreement (the ?Existing Term Loans? This rating is based on the EBITDA margin in relation to the company's sales, based on past performance . Fintel is a registered trademark. CEO Jane Fraser and the senior leadership team shared perspectives and key datapoints about Citis path forward. Assets Under Management $43.9 billion Number of Advisors 3,786 Disclosures No Office Location 388 Greenwich Street New York, NY 10013 If there are no advisors then the widget is hidden. Amounts borrowed under the Incremental Term Loan Facility that are repaid or prepaid may not be reborrowed. In addition, please note that certain of the Commitment Parties and/or their affiliates have been retained by Parent or one of its subsidiaries as financial advisor (in such capacity, the ?Buy Side Advisor?) 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. respective commitments hereunder to a group of banks, financial institutions and other institutional lenders and investors (together with the Initial Lenders, the ?Lenders?) 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. 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. (?JPM? and, together with any relevant lending affiliate, the ?Initial Lenders?. or ?tif?) This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Commitment Parties and you. Please be advised that this site is not optimized for use with Microsoft Internet Explorer 6. ), that has been or will be made available to any Commitment Party by you or by any of your representatives on your behalf in connection with the transactions contemplated hereby, when taken as a whole, does not or will not, when furnished, taken together with all other information that is publicly available on the SEC?s website, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements and updates thereto) and (b)the Projections contained in the Information Memorandum will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time such Projections are so furnished; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. 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. Webor from Citigroup Global Markets Inc., Options Department, 390 Greenwich Street, New York, NY 10013. (such Information, Projections, other offering and marketing material and the Information Memorandum, collectively, with the Term Sheet, the ?Information Materials?) Notwithstanding anything in this Commitment Letter (including each of the exhibits attached hereto), the Fee Letter, the Credit Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i)the only representations the accuracy of which shall be a condition to the availability and funding of the Incremental Term Loan Facility on the Closing Date shall be (A)such of the representations made by the Company in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that you have the right to terminate its obligations under the Merger Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Merger Agreement (to such extent, the ?Specified Merger Agreement Representations?) While Citigroup Global Markets Inc is licensed to operate in 50 states, the District of Columbia, Puerto Rico and the Virgin Islands, licenses for individual advisors may vary. Are you an advisor? Have questions about the site? It is agreed that (i)Citi, MSSF and JPM will act as lead arrangers and bookrunners for the Incremental Term Loan Facility (each a ?Lead Arranger? in Exhibit B hereto. Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter. WebCiti Markets provides world-class products and financing solutions for corporations, governments, and institutional and retail investors through our dominant underwriting, This website is provided as is without any representations or warranties, express or implied. Upon the occurrence of any of the events referred to in the preceding sentence, this Commitment Letter and the commitments of each of the Commitment Parties hereunder and the agreement of the Lead Arrangers to provide the services described herein shall automatically terminate unless the Commitment Parties shall, in their discretion, agree to an extension in writing; provided that if you issue Alternative Notes, the proceeds of which are to be used to finance a portion of the Acquisition Costs, then on the date such Alternative Notes are issued (into escrow or otherwise), the commitments in respect of the Incremental Term Loan Facility shall automatically be reduced on a dollar for dollar basis by the amount of the gross proceeds from the issuance or incurrence of such Alternative Notes, which reduction in commitments shall reduce the commitments of each Initial Lender on a pro rata basis. Title: Authorized Signatory. 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). WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 - Viela Bio, Inc. - EX-99. will continue to act as administrative agent and collateral agent under the Credit Agreement (the financial institution appointed in such capacity, the ?Administrative Agent?). ?signed,? WebCitigroup is a pre-eminent financial services company with nearly 200 million customer accounts in 100-plus countries. WebCitigroup Global Markets Inc. J.P. Morgan Securities LLC . c/o J.P. Morgan Securities LLC . 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. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER. 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? WebCITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. is a District Of Columbia Corporation filed on September 25, 1998. Learn more today. intends to acquire (the ?Acquisition? The company was formed by the merger of banking giant Citicorp and financial conglomerate Travelers Group in 1998; Travelers was subsequently spun off from the company in 2002. 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. 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? All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable and documented out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, solely with respect to expenses to the extent invoiced at least three (3)business days prior to the Closing Date, shall, upon the initial borrowing under the Incremental Term Loan Facility, have been paid (which amounts may be offset against the proceeds of the Incremental Term Loan Facility). Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that the Initial Lenders? The company is legally registered to provide services to investors across 50 U.S. states and territories. (c) Limitation of Liability. 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. 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 Ladies and Gentlemen: 1. 7. and together with Citi and MSSF, ?we?, ?us? Have questions about the site? 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. None (same as set forth in the Credit Agreement). 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. WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 filed by Amc Entertainment Holdings, Inc. on January 23rd, 2017 Please be 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? This paragraph, and the provisions herein, shall be referred to as the ?Certain Funds Provisions?. designation and its name shall appear immediately to the right of Citi. Company Number 601904053 Status Active Incorporation Date 28 September 1998 (New York (US)) Controlling Company CITIGROUP INC. 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?) advisor. 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. Summary of Principal Terms and Conditions1. Such disclosure event filings can include certain criminal and civil matters, ), JPMorgan Chase Bank, N.A. (a) Indemnification. For purposes hereof, the words ?execution,? and, together with the Incremental Term Loans, the ?Term Loans?) You also acknowledge that none of the Commitment Parties or their affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons. As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . 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. ), directly or indirectly, of all of the capital stock of an entity previously identified to us by you as ?Venus? 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. 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. WebCITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. is a District Of Columbia Corporation filed on September 25, 1998. New York, 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 Incremental Term Loan Facility, together with the facilities under the Credit Agreement, the ?Senior Secured Credit Facilities?) Find Reviews, Ratings, Directions, Business Hours, Contact Information and book online appointment. shall not be deemed to be a competing offer, placement, issuance or arrangement of the Incremental Term Loan Facility). Webcitigroup mortgage loan trust inc - united states securities and exchange commission washington, d.c. 20549 form abs due diligence-15e certification of provider of third-party due diligence services for asset-backed securities - ex-99.1 - december 17, 2021 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?). Open doors with marketers, their agencies and their affiliates?, if any, obligations under this paragraph shall terminate automatically and be superseded by the confidentiality provisions in the definitive documentation relating to the Incremental Term Loan Facility upon the initial funding thereunder. You agree that the Commitment Parties will act under this letter as independent contractors and that nothing in this Commitment Letter or the Fee Letter will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Commitment Parties and Parent, the Company, their respective equity holders or their respective affiliates. 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? Citigroup Global Markets, Inc. is located at 390 Greenwich St Fl 4 in New York and has been in the business of Security Brokers And Dealers since 2016. 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? performance by them or their affiliates of services for other persons, and none of the Commitment Parties or their affiliates will furnish any such information to other persons, except to the extent permitted below. 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?) WebWall Street is an eight-block-long street in the Financial District of Lower Manhattan in New York City.It runs between Broadway in the west to South Street and the East River in the east. Subject to the Certain Funds Provisions, the Commitment Parties shall be reasonably satisfied that the Borrower has complied with all other customary closing conditions, including without limitation: (i)the delivery of customary legal opinions, corporate records and documents from public officials, officer?s certificates and evidence of authority; (ii)grant and perfection of liens on the stock of the Company to secure the Loans free and clear of all liens, subject to liens permitted by the Credit Agreement; and (iii)delivery of a solvency certificate (certifying that, after giving effect to the Transactions, Parent and its Subsidiaries on a consolidated basis are solvent) in substantially the form of Exhibit C to the Credit Agreement. 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. to Parent or such subsidiary in connection with the Acquisition. (B)(2) - February 12, 2021 Webor from Citigroup Global Markets Inc., Options Department, 390 Greenwich Street, New York, NY 10013. (D)(3) - MUTUAL NONDISCLOSURE AGREEMENT, EX-99. 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? Same as set forth in the Credit Agreement. 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. ), directly or indirectly, an entity previously identified to the Commitment Parties by you as ?Venus? of up to $1,300million in principal amount. Same as set forth in the Credit Agreement, except that a ?soft call? Subject to the limitations set forth in Section3 above, the Commitment Parties reserve the right to employ the services of their affiliates or branches in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates or branches certain fees payable to the Commitment Parties in such manner as the Commitment Parties and their affiliates or branches may agree in their sole discretion and, to the extent so employed, such affiliates and branches shall be entitled to the benefits and protections afforded to, and subject to the provisions governing the conduct of, the Commitment Parties hereunder. 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. Client type information from Form ADV. Horizon Therapeutics plc (the ?Parent?) ?execute,? and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and the Beneficial Ownership Regulation. directors, agents, employees, attorneys, accountants, advisors, or controlling persons, on a confidential and need-to-know basis. Citi Global Markets is an 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? The Registered Agent on file for this company is C T Corporation System and is located at 1015 15th St Nw Suite 1000, Washington, DC 20005. The Administrative Agents and the Lead Arrangers shall have received at least three (3)business days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10)business days prior to the Closing Date by the Administrative Agents or the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable ?know your customer? (A)(1)(VI) - Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock VIELA BIO, INC. $53.00 net per Share Pursuant to the Offer to Purchase dated February 12, 2021 TEIRIPIC MERGER SUB, INC., a direct wholly owned subsidiary of HORIZON THERAPEU, EX-99. Address: UNVERIFIED. arranging or providing financing for a competing bidder and, on the other hand, our and our affiliates? ), from and against any and all losses, claims, damages or liabilities of any kind or nature and reasonable and documented or invoiced out-of-pocket fees and expenses, joint or several, arising out of any actions, claims, suits, litigation or proceedings (including any investigations or inquiries) (?Proceedings?) Citibank, N.A. will not have any liability for any losses, claims, damages, liabilities or related expenses except to the extent that they have resulted from (i)the willful misconduct, bad faith or gross negligence of such Arranger-Related Person, in each case who are involved in or aware of the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (ii)a material breach of the funding obligations of any Arranger-Related Person under this Commitment Letter, the Term Sheet, the Fee Letter or the Credit Facilities Documentation (as determined by a court of competent jurisdiction in a final and non-appealable decision). 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). 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