placement and (ii)MSSF shall have immediate ?right? WebCitigroup Inc. or Citi ( stylized as citi) is an American multinational investment bank and financial services corporation headquartered in New York City. Learn more today. ), 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. In such capacities, each of Citi, MSSF and JPM are an ?Initial Lender? 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. 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). Citi, MSSF and JPM will act as lead arrangers and bookrunners for the Incremental Term Loan Facility (each a ? 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. 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. WebCITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. is a District Of Columbia Corporation filed on September 25, 1998. 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). Compensation types are listed for Citigroup Global Markets Inc. 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. 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. c/o Citigroup Global Markets Inc. 388 Greenwich Street . This paragraph, and the provisions herein, shall be referred to as the ?Certain Funds Provisions?. Locations. 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? You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto. 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 Web4 beds, 3 baths, 1960 sq. 1911 Greenwich St has rental units ranging from 600-750 sq ft . Millions Export Year Current 2021 2020 2019 2018 Citigroup Inc.Citigroup is a global financial services company doing business in more than 100 countries and jurisdictions . 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)). In connection with the foregoing, it is intended that: Pursuant to the Agreement and Plan of Merger dated January31, 2021 (together with all exhibits, schedules, and disclosure letters thereto and as the same may be amended, restated or otherwise modified from time to time, collectively, the ?Merger Agreement?) The company's filing status is listed as Active and its File Number is 983198. 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. Overview. Address: 390 Greenwich St FL 4 New York, NY, 10013-2362 United States See other locations. Are you an advisor? 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?). 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. (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. 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. shall be effective as delivery of a manually executed counterpart hereof. Contact the U.S. News Advisor Finder. Contact the advisor for individual fee structure details. ft. house located at 390 11th St, Montara, CA 94037 sold for $245,000 on Jun 24, 1988. Toggle navigation OPEN GOV US. 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 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. For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation, or any obligation of confidentiality binding on you, the Company or your or its respective affiliates; provided that you agree to (i)to the extent such information is material, use commercially reasonable efforts to obtain waivers and to otherwise provide such information in a manner that does not violate such obligations and (ii)notify us as to the existence of any material information that is not being provided under this sentence. 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? c/o Citigroup Global Markets Inc. 388 Greenwich Street . CITIGROUP GLOBAL MARKETS INC. branch. 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 ? commitments to fund the Incremental Term Loan Facility hereunder on the terms set forth herein. 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. The existence of such filings may not result in censure or penalty for an advisor and customer complaints against 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. (D)(3) - MUTUAL NONDISCLOSURE AGREEMENT, EX-99. 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? As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . New York, New shall not be deemed to be a competing offer, placement, issuance or arrangement of the Incremental Term Loan Facility). 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?) 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. 383 Madison Avenue . (a) Indemnification. Registered Address. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description or the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the ?Term Sheet? 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? Name: Rommel Celleri. 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. Also, such filings may not represent all regulatory or legal actions against a firm or 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. April 22, 2016 By Electronic submission . Lenders (i.e. Registered in AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, OR, PA, PR, RI, SC, SD, TN, TX, UT, VA, VI, VT, WA, WI, WV, WYWhile 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. Attention: Liability Management Group (800) 828-3182 (toll free) (212) Fintel is a registered trademark. 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. 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. All capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Term Sheet is attached, including Exhibit A thereto. 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?) 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. WebCompany: Citigroup Global Markets, Inc. Headquarter: 390 Greenwich Street, 2nd Floor, Company: City Credit Capital (UK) Ltd (CCC) Headquarter: Tower 42, 25 Old Broad Street London EC2N 1HQ, United Kingdom; Firewood Global Discussion . Update This Record. 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 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? Citi is a Federal Reserve Primary Dealer and a SEC registered Broker Dealer, and is a major participant in the Treasury market on behalf of clients and as a new tranche of term loans pursuant to the Credit Agreement, in either such case in an aggregate principal amount of $1,300million. c/o J.P. Morgan Securities LLC . The borrowings under the Incremental Term Loan Facility shall be subject to the following conditions: The Acquisition shall have been consummated, or substantially simultaneously with the initial borrowing under the Incremental Term Loan Facility, shall be consummated, in all material respects in accordance with the terms of the Merger Agreement, without giving effect to any amendments, consents or waivers by you thereto that are materially adverse to the Lenders or the Lead Arrangers, without the prior consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that any reduction in the purchase price of, or consideration for, the Acquisition is not material and adverse to the interests of the Lenders or the Lead Arrangers, but shall reduce the Incremental Term Loan Facility). arranging or providing financing for a competing bidder and, on the other hand, our and our affiliates? (the ?Company?). Other major brand names under Citigroup's trademark red In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used. The Commitment Parties and their affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder or in connection with the Acquisition and the related Transactions solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge, such information; provided that nothing herein shall prevent any Commitment Party and their affiliates from disclosing any such information (a)pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process based on the advice of counsel (in which case the Commitment Parties agree (except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority), to the extent not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their respective affiliates (in which case the Commitment Parties agree (except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority), to the extent not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Commitment Party or any of its affiliates or any related parties thereto in violation of any confidentiality obligations owing to you, the Company or any of your or its respective affiliates (including those set forth in this paragraph), (d) to the extent that such information is received by such Commitment Party or any of its affiliates from a third party that is not, to such Commitment Party?s or affiliate?s knowledge, as applicable, subject to any contractual or fiduciary confidentiality obligations owing to you, the Company or any of your or its respective affiliates or related parties, (e)to the extent that such information is independently developed by the Commitment Parties or any of their affiliates, (f)to such Commitment Party?s affiliates and to its and their respective directors, officers, employees, legal counsel, independent auditors, professionals and other experts or agents who need to know such information in connection with the Transactions and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (g)to potential or prospective Lenders, participants or assignees and to any direct or indirect contractual counterparty to any swap or derivative transaction relating to you or any of your subsidiaries, in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph); provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and each Commitment Party, including, without limitation, as agreed in any Information Materials or other marketing materials) in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information, or (h)for purposes of enforcing its rights hereunder and in the Fee Letter in any legal proceedings and for purposes of establishing a defense in any legal proceedings. 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