citigroup global markets inc 390 greenwich street

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. 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. The Commitment Parties? Incorporation of Issuing Entity) (Commission. and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and the Beneficial Ownership Regulation. 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?) CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 filed by Amc Entertainment Inc on March 4th, 2016 Citigroup was established as a corporation incorporated in CITIGROUP GLOBAL MARKETS HOLDINGS INC. /s/ Rommel Celleri. Attention: Liability Management Group (800) 828-3182 (toll free) (212) 902-518 For Financial Advisors, from U.S.News: Get the Advisor's Guide to Working with Divorced Clients. 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. All rights reserved. WebCITIGROUP GLOBAL MARKETS INC. was registered on Sep 25, 1998 as a stock type company located at 388 GREENWICH STREET, NEW YORK, NY 10013 . WebCITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. is a District Of Columbia Corporation filed on September 25, 1998. 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? Address: UNVERIFIED. WebThe principal offices for Citigroup are located at 388 Greenwich Street, New York, NY 10013, and its telephone number is + 1 212 559-1000. 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? designation and its name shall appear immediately to the right of Citi. 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? 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? 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. This message is for debugging purposes. (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. 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. Each of the parties hereto hereby irrevocably and unconditionally (a)submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall only be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (b)waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby in any New York State or in any such Federal court, (c)waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d)agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 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. For purposes hereof, ?Specified Representations? The transactions described above (including the payment of Transaction Costs) are collectively referred to herein as the ?Transactions?. 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. 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 WebWe simplify the process of finding a new apartment by offering renters the most comprehensive database including millions of detailed and accurate apartment listings across the United States. WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 - Viela Bio, Inc. - EX-99. [Remainder of this page intentionally left blank]. 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. 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. WebCitigroup Global Markets Inc. J.P. Morgan Securities LLC . (B)(2) - CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013, Title: Executive VP, Chief Financial Officer. Title: Authorized Signatory. Learn more today. Find and update your U.S. News Advisor Profile, Investment Adviser Public Disclosure database, Merrill Lynch, Pierce, Fenner & Smith Inc, California Do Not Sell My Personal Information Request. ), 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. Available client info by % of assets under management are as follows:Client types are by firm and represent a percentage of assets under management. Introductory. (A)(1)(IV) - Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, EX-99. CEO Jane Fraser and the senior leadership team shared perspectives and key datapoints about Citis path forward. WebThe current C market cap is 91.018B USD. 4 GMTN Clearing 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 ? 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. If there are no advisors then the widget is hidden. 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. 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, ?executed,? ; 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? Learn more about how to better serve divorced clients and their financial needs. or ?tif?) and (ii)Citibank, N.A. WebAs of the date of this report, all of the common stock of the Registrant is held by Citigroup Global Markets Holdings Inc. (B)(2) - February 12, 2021 those events to regulators. New York, New York 10019 . 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. None (same as set forth in the Credit Agreement). 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? Attention: Liability Management Group (800) 828-3182 (toll free) (212) 902-518 Panel Discussion5:30 8 pmRead the Event Summary.Held at Citigroup Global Markets Inc.388 Greenwich Street, 27th floor auditorium Could Japan and China become a key engine of sustainable growth for the global economy? Please be advised that this site is not optimized for use with Microsoft Internet Explorer 6. DELAWARE : 333-209768-05 : 38-7192758 (State or Other Jurisdiction of. File Number of Issuing Entity) (IRS Employer and each Lender that is not a Public Sider, a ?Private Sider?). and distribution of fees among the Lenders. David R. Pearl Office of the Under Secretary for Domestic Finance Department of the Treasury . 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. You shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless such settlement (i)includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii)does not include any statement as to or any admission of fault, culpability, wrong doing or a failure to act by or on behalf of any Indemnified Person. 2021-08-23 - 2021-08-29 Addition of officer JONATHAN LEACH, director. 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. WebCiti, the leading global bank, serves more than 200 million customer accounts and does business in more than 160 countries and jurisdictions. We hereby notify you that pursuant to the requirements of the USA PATRIOT Act (TitleIII of Pub. respect of the Incremental Term Loan Facility until the initial funding of the Incremental Term Loan Facility and (iii)unless you otherwise agree in writing, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Incremental Term Loan Facility, including all rights with respect to consents, modifications, supplements, waivers and amendments, until after the Closing Date has occurred. View sales history, tax history, home value estimates, and overhead views. Webor from Citigroup Global Markets Inc., Options Department, 390 Greenwich Street, New York, NY 10013. Open doors with marketers, their agencies and the technologies they work with by leveraging Winmos industry-leading sales 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. (such Information, Projections, other offering and marketing material and the Information Memorandum, collectively, with the Term Sheet, the ?Information Materials?) commitments with respect to the Incremental Term Loan Facility (or portion thereof) hereunder at any time subject to the provisions of the preceding sentence. ?signed,? WebCiti Markets provides world-class products and financing solutions for corporations, governments, and institutional and retail investors through our dominant underwriting, 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 . 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? or as a new tranche of term loans pursuant to the Credit Agreement. ?execute,? (c) Limitation of Liability. This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto without the prior written consent of each other party hereto (such consent not to be unreasonably withheld or delayed) (and any attempted assignment without such consent shall be null and void). 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? Senior secured first lien incremental term loans (the ?Incremental Term Loan Facility? ), 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?) 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?). See how Citi is taking steps to help mitigate the effects of the pandemic, from helping clients to providing relief through funds to frontline healthcare workers, organizations such as No Kid hungry and more. relationships with you described and referred to herein. How Do Treasury Dealers Manage Their Positions? Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that the Initial Lenders? As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . ), Horizon Therapeutics plc (?Parent? Company Number 601904053 Status Active Incorporation Date 28 September 1998 (New York (US)) Controlling Company CITIGROUP INC. Nber Working Paper Series Intermediary Asset Pricing, Primary Dealer Systems in the European Union, Treasury Presentation to TBAC Office of Debt Management, Primary Dealers and the Demand for Government Debt, Operational Guidelines for Primary Dealers, An Enabling Environment for an Effective Primary Dealer System Morocco Johan Krynauw Programme Manager Sustainable Public Debt Management, FORM of APPLICATION to BECOME a PRIMARY DEALER Part I *, Citigroup Inc. 2019 Resolution Plan Public Section July 1, 2019, Primary Dealership and Audit of Primary Dealership Meaning, Two Decades of Primary Dealer Operations in India, Federal Reserve Bank of New York New York, N.Y, Weekly Report of Dealer PositionsFR 2004A, Audit Guideline: Business Continuity Plan, W5 Primary Dealer Contracts for Government Securities, Reporting Guidelines for Preparing the Fr 2004 Primary Government Securities Dealers Reports, Coronavirus: Us Federal Reserve Widens Availability of Asset-Based Funding, Dealers and the Dealer of Last Resort: Evidence from MBS Markets in the COVID-19 Crisis, Outright Transactions Change from Previous W, 2020 ANNUAL REPORT CitiS Value Proposition, Dealer Information Sharing in Treasury Auctions. WebCitigroup is a pre-eminent financial services company with nearly 200 million customer accounts in 100-plus countries. 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? 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). commitments to fund the Incremental Term Loan Facility hereunder on the terms set forth herein. 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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