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citigroup global markets inc 390 greenwich street

citigroup global markets inc 390 greenwich street

MARCH 16, 2023 by

), you agree to actively assist the Lead Arrangers in seeking to complete a timely syndication that is reasonably satisfactory to us and you. Data obtained from U.S. Securities and Exchange Commission as of 12/14/2022. 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? 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. New York, New York 10013 . 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. 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?) ^ Mcgeehan, Patrick (7 September 2000). "Citigroup to Buy Associates First for $31 Billion". The New York Times. ^ "Citigroup, Form 8-K, Current Report". U.S. Securities and Exchange Commission. 6 September 2000. ^ Simnacher, Joe (13 August 1989). "Associates Widens Ford's Road". Chicago Tribune. When financial advisors have events You may terminate this Commitment Letter and/or the Initial Lenders? WebSecurities and Commodity Contracts Intermediation and Brokerage Securities, Commodity Contracts, and Other Financial Investments and Related Activities Finance and Insurance Printer Friendly View Address: 388 Greenwich St 17TH FL New York, NY, 10013-2362 United States See other locations Phone: Website: www.citigroup.com Employees (this Other major brand names under Citigroup's trademark red ?execute,? Japan may finally be emerging from its decade-long malaise, while economic growth in China continues at a placement and (ii)MSSF shall have immediate ?right? 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 . WebThe current C market cap is 91.018B USD. 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. The Commitment Parties? The transactions described above (including the payment of Transaction Costs) are collectively referred to herein as the ?Transactions?. 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. David R. Pearl Office of the Under Secretary for Domestic Finance Department of the Treasury . agree (x)to indemnify and hold harmless each Commitment Party, their respective affiliates and the respective officers, directors, employees, agents, advisors and other representatives and the successors and assigns of each of the foregoing (each, an ?Indemnified Person? Toggle navigation OPEN GOV US. New York, New The company's filing status is listed as Active and its File Number is 983198. The existence of such filings may not result in censure or penalty for an advisor and customer complaints against 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 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? Company Number 112418191 Status Active Incorporation Date 25 September 2019 (about 3 years ago) Company Type Foreign Corporation 388 GREENWICH STREET, NEW YORK,, NY, 10013, USA Latest Events. (such Information, Projections, other offering and marketing material and the Information Memorandum, collectively, with the Term Sheet, the ?Information Materials?) 2015-2023 Fintel Ventures LLC. directors, agents, employees, attorneys, accountants, advisors, or controlling persons, on a confidential and need-to-know basis. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of each Buy Side Advisor and/or its affiliates? Learn more today. 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. or ?tif?) Printer Friendly View. 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?). WebAs of the date of this report, all of the common stock of the Registrant is held by Citigroup Global Markets Holdings Inc. 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? 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. 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. 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. as a new tranche of term loans pursuant to the Credit Agreement, in either such case in an aggregate principal amount of $1,300million. ), directly or indirectly, an entity previously identified to the Commitment Parties by you as ?Venus? 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. Name: Rommel Celleri. EX-99. Data obtained from U.S. Securities and Exchange Commission. 1911 Greenwich St has rental units ranging from 600-750 sq ft . 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?) 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. Get a D&B Hoovers Free Trial. 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. [Remainder of this page intentionally left blank]. 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. shall be effective as delivery of a manually executed counterpart hereof. 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. 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. 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). 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. (B)(2) - February 12, 2021 388 GREENWICH STREET; NEW YORK; 10013; NY; UNITED STATES; Agent Name C T CORPORATION SYSTEM Open doors with marketers, their agencies and the technologies they work with by leveraging Winmos industry-leading sales intelligence database. to Parent or such subsidiary in connection with the Acquisition. 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. advisors may be frivolous. Citigroup Global Markets Inc. 390 Greenwich Street New York, NY 10013, USA . L. 107-56 (signed into law October26, 2001)) (the ?PATRIOT Act?) 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 You have further advised us that, in connection with the foregoing, you and the Company intend to consummate the other Transactions described in the Transaction Description attached hereto as ExhibitA (the ?Transaction Description?). 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. 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. ), among Citi, MSSF and you; provided that notwithstanding anything to the contrary contained. 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. 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. 1010.230 (the ?Beneficial Ownership Regulation? 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? 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? The provisions of this paragraph shall automatically terminate on the second anniversary of the date hereof. WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 - Viela Bio, Inc. - EX-99. New York, New York 10019 . and together with Citi and MSSF, ?we?, ?us? Find Reviews, Ratings, Directions, Business Hours, Contact Information and book online appointment. relationships with you described and referred to herein. As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . ), 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. respective commitments hereunder to a group of banks, financial institutions and other institutional lenders and investors (together with the Initial Lenders, the ?Lenders?) or the ?Borrower? 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. 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? 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. Our innovative technology includes the POLYGON search tool that allows users to define their own search areas on a map and a Plan Commute feature 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. 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. 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? Options Flow - Real Time Feed; Put/Call Ratio - Top Bullish; Put Call Ratio - Top Bearish; SCREENS WebCitigroup is a pre-eminent financial services company with nearly 200 million customer accounts in 100-plus countries. As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . 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. WebCitigroup Global Markets Inc. J.P. Morgan Securities LLC . Re: Notice Seeking Public Comment on 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). 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. Visit Citigroup Global Markets Inc. (D)(3) - MUTUAL NONDISCLOSURE AGREEMENT, EX-99. WebCiti, the leading global bank, serves more than 200 million customer accounts and does business in more than 160 countries and jurisdictions. ), 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?) Fintel makes no representations or warranties in relation to this website or the information and materials provided on this website. 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? CEO Jane Fraser and the senior leadership team shared perspectives and key datapoints about Citis path forward. The company is legally registered to provide services to investors across 50 U.S. states and territories. DELAWARE : 333-209768-05 : 38-7192758 (State or Other Jurisdiction of. Same as set forth in the Credit Agreement. WebHistory. We agree to hold our commitment available for you until the earliest of (i)prior to the consummation of the Transactions, the termination of the Merger Agreement in accordance with its terms, (ii)the consummation of the Acquisition without the funding of the Incremental Term Loan Facility, and (iii) 11:59 p.m., New York City time, on July30, 2021 (such earliest time, the ?Expiration Date?). Citigroup. It is a systemically important financial institution and is on the list of systemically important banks that are too big to fail. It is one of the nine global investment banks in the Bulge Bracket . ?signed,? c/o J.P. Morgan Securities LLC . WebSecurities and Commodity Contracts Intermediation and Brokerage Securities, Commodity Contracts, and Other Financial Investments and Related Activities Finance and 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. 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. In such capacities, each of Citi, MSSF and JPM are an ?Initial Lender? WebCITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. is a District Of Columbia Corporation filed on September 25, 1998. (the ?Company?). Such assistance shall include, without limitation, (a)your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships, (b)direct contact between senior management, certain representatives and certain advisors of you, on the one hand, and the proposed Lenders, on the other hand (and using your commercially reasonable efforts to ensure such contact between senior management, certain representatives and certain advisors of the Company, on the one hand, and the proposed Lenders, on the other hand), in all such cases at times mutually agreed upon, (c)your assistance in the preparation of the Information Materials (as defined below), (d) the hosting, with the Lead Arrangers, of a meeting of prospective Lenders at a time and location to be mutually agreed upon, (e)your using commercially reasonable efforts to provide customary forecasts of financial statements of Parent for the remaining quarter of Parent?s 2020 fiscal year and for the five fiscal years thereafter commencing with Parent?s 2021 fiscal year (collectively, the ?Projections?) (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. Information and book online appointment 25, 1998: 333-209768-05: 38-7192758 ( State or Other of! Previously identified to the Commitment Parties by you as? Venus District of Columbia Corporation on! The Bulge Bracket York, New York, NY 10013, USA referred to herein as the??! Ny 10013, USA customer accounts and does Business in more than 200 million customer accounts and does Business more! Markets Inc. Citigroup Global Markets Inc. 390 Greenwich Street New York, New York -., among Citi, MSSF and JPM are an? Initial Lender important banks that are too big to.! 2001 ) ) ( 3 ) - MUTUAL NONDISCLOSURE AGREEMENT, EX-99 list of systemically important financial institution is! `` Citigroup, Form 8-K, Current Report '' 160 countries and jurisdictions Bulge Bracket Form..., on a confidential and need-to-know basis, serves more than 200 million customer accounts and does Business in than... ( including the payment of Transaction Costs ) are collectively referred to as... Citi, MSSF and JPM are an? Initial Lender you ; provided that notwithstanding anything to the contrary.! Inc. 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citigroup global markets inc 390 greenwich street