New York, New York 10019 . Visit Citigroup Global Markets Inc. I would like to receive free Advisor Practice Management Guides, the U.S. News Advisor Weekly newsletter, and occasional updates regarding the U.S. News Advisor Directory. regulatory actions against them, customer complaints or instances of arbitration or termination of employment. 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. The proceeds of the Incremental Term Loan Facility shall be applied, along with cash on hand of Parent and its subsidiaries, (i)to pay the consideration in connection with the Acquisition and (ii)to pay the fees and expenses incurred in connection with the Transactions (such fees and expenses, the ?Transaction Costs?) The company is legally registered to provide services to investors across 50 U.S. states and territories. This Commitment Letter and the commitments hereunder are intended to be solely for the benefit of the parties hereto (and Indemnified Persons) and are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons to the extent expressly set forth herein). WebView Citigroup Global Capital Markets, Inc. Marketing Contacts, Executives, Media Spend, Marketing Technologies and Brands. As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . and (d)publicly filed financial statements of Parent and its subsidiaries and the Company and its subsidiaries. will continue to act as administrative agent and collateral agent under the Credit Agreement (the financial institution appointed in such capacity, the ?Administrative Agent?). Learn more today. Attention: Liability Management Group (800) 828-3182 (toll free) (212) 902-518 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?). 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 The complex was acquired by a joint venture consisting of SL Green Realty and SITQ for US$1.58 billion. Update Now Law Firm Info Reviews People Attorneys Mark James Amrhein (Attorney) Craig Stuart Barrack (Lawyer) Donald A. Bendernagel (Director) Eugene V. 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 subsidiary guarantors party thereto, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent and collateral agent, in connection with the acquisition (the ?Acquisition? 1911 Greenwich St has rental units ranging from 600-750 sq ft . 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 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. Until the earlier of Successful Syndication (as defined in the Fee Letter) and the 45th day after the Closing Date (such earlier date, the ?Syndication Date? on a confidential basis to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, Debt X, SyndTrak Online or by similar electronic means and (b)certain of the Lenders may be ?public side? 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. This Commitment Letter (including the exhibits hereto), together with the Fee Letter dated the date hereof, (i)are the only agreements that have been entered into among the parties hereto with respect to the Incremental Term Loan Facility and (ii)supersede all prior understandings, whether written or oral, among us with respect to the Incremental Term Loan Facility and sets forth the entire understanding of the parties hereto with respect thereto. 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). respective commitments hereunder to a group of banks, financial institutions and other institutional lenders and investors (together with the Initial Lenders, the ?Lenders?) WebView Citigroup Global Capital Markets, Inc. Marketing Contacts, Executives, Media Spend, Marketing Technologies and Brands. 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? 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, designation and shall appear on the top left and shall hold the leading role and responsibility customarily associated with such ?top left? ), among Citi, MSSF and you; provided that notwithstanding anything to the contrary contained. This paragraph, and the provisions herein, shall be referred to as the ?Certain Funds Provisions?. As set forth in Exhibit A to the Commitment Letter. ), JPMorgan Chase Bank, N.A. WebCitigroup Global Markets Inc. J.P. Morgan Securities LLC . WebCitigroup Inc. or Citi ( stylized as citi) is an American multinational investment bank and financial services corporation headquartered in New York City. Printer Friendly View. Citigroup was established as a corporation incorporated in CITIGROUP GLOBAL MARKETS HOLDINGS INC. /s/ Rommel Celleri. 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. 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. 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. 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? View sales history, tax history, home value estimates, and overhead views. DELAWARE : 333-209768-05 : 38-7192758 (State or Other Jurisdiction of. New York, New 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. WebWe simplify the process of finding a new apartment by offering renters the most comprehensive database including millions of detailed and accurate apartment listings (A)(1)(V) - Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, EX-99. and the requirements of 31 C.F.R. and the loans thereunder, the ?Incremental Term Loans? 4 GMTN Clearing and (f)at any time prior to the Syndication Date, there being no competing issues, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities by or on behalf of Parent, the Company or any of their respective subsidiaries being offered, placed or arranged (other than any indebtedness of the Company or any of its subsidiaries permitted to be incurred pursuant to the Merger Agreement) without the consent of the Lead Arrangers, if such issuance, offering, placement or arrangement would materially impair the primary syndication of the Incremental Term Loan Facility (it being understood that any offering of debt securities by investment banks reasonably acceptable to Lead Arrangers who hold (or whose affiliates hold), in the aggregate, a majority of the commitments in respect of the Incremental Term Loan Facility issued for the purpose of financing the Acquisition (such other debt securities, ?Alternative Notes?) Web4 beds, 3 baths, 1960 sq. 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? Registered Address. None (same as set forth in the Credit Agreement). New York, Citigroup issued fourth quarter 2022 earnings review. (b) Settlement. Please be advised that this site is not optimized for use with Microsoft Internet Explorer 6. 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). WebSecurities and Commodity Contracts Intermediation and Brokerage Securities, Commodity Contracts, and Other Financial Investments and Related Activities Finance and Insurance. This website is provided as is without any representations or warranties, express or implied. 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?) File Number of Issuing Entity) (IRS Employer Notwithstanding any other provision of this Commitment Letter, (i)no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, except to the extent that such damages have resulted from the willful misconduct or gross negligence of such Indemnified Person or any of such Indemnified Person?s controlled affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives, in each case who are involved in or aware of the Transactions as determined by a final and non-appealable judgment of a court of competent jurisdiction and (ii)without in any way limiting the indemnification obligations set forth above, none of Parent, the Company or any of their respective subsidiaries (or any of their respective affiliates, directors, officers, employees, representatives and agents), us or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Transactions (including the Incremental Term Loan Facility and the use of proceeds thereunder), or with respect to any activities related to the Incremental Term Loan Facility, including the preparation of this Commitment Letter, the Fee Letter and the Credit Facilities Documentation. You agree that you will not disclose, directly or indirectly, the Fee Letter and the contents thereof or this Commitment Letter, the Term Sheet, the other exhibits and attachments hereto and the contents of each thereof, or the activities of any Commitment Party pursuant hereto or thereto, to any person or entity without prior written approval of the Lead Arrangers (such approval not to be unreasonably withheld or delayed), except (a)to officers, directors, agents, employees, attorneys, accountants, advisors, controlling persons or equity holders of Parent and any of its subsidiaries on a confidential and need-to-know basis, (b)if the Commitment Parties consent in writing to such proposed disclosure or (c)in any legal, judicial or administrative proceeding, or otherwise as required by applicable law or compulsory legal process or to the extent requested or required by governmental and/or regulatory authorities, in each case based on the reasonable advice of your or Parent?s legal counsel (in which case you agree, to the extent not prohibited by applicable law, to inform us promptly thereof); provided that (i)you may disclose this Commitment Letter (but not the Fee Letter or the contents thereof) and the contents hereof to the Company (including any shareholder representative), its subsidiaries and their respective officers, directors, agents, employees, attorneys, accountants, advisors or controlling persons, on a confidential and need-to-know basis, (ii)you may disclose this Commitment Letter, the Term Sheet, the other exhibits and attachments hereto and the contents of each thereof (but not the Fee Letter or the contents thereof, unless required by the Securities and Exchange Commission, in which case you shall provide only a version redacted in a customary manner after review by counsel to the Commitment Parties) or in any syndication or other marketing materials in connection with the Incremental Term Loan Facility or in connection with any public filing relating to the Transactions, (iii)you may disclose the Term Sheet and the contents thereof, to potential Lenders (who are made aware of and agree to comply with the provisions of this paragraph, in each case on a confidential basis) and to rating agencies on a confidential basis in connection with obtaining ratings for Parent and the Incremental Term Loan Facility, (iv)you may disclose the aggregate fee amount contained in the Fee Letter as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Incremental Term Loan Facility or in any public filing relating to the Transactions, and (v)to the extent portions thereof have been redacted in a customary manner (including the portions thereof addressing fees payable to the Commitments Parties and/or the Lenders and economic flex terms), you may disclose the Fee Letter and the contents thereof to the Company (including any shareholder representative), its subsidiaries and their respective officers. c/o J.P. Morgan Securities LLC . In such capacities, each of Citi, MSSF and JPM are an ?Initial Lender? (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. 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 As consideration for the commitments of the Initial Lenders hereunder and for the agreement of the Lead Arrangers to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the Term Sheet and in the Fee Letter if and to the extent due and payable. 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). WebCitigroup Global Markets, Inc. Website. WebCitigroup Global Markets Inc. J.P. Morgan Securities LLC . Summary of Principal Terms and Conditions1. 383 Madison Avenue . Web19 customer reviews of Citigroup Global Markets. (?MSSF? 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? 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. (A)(1)(II) - Form of Letter of Transmittal (including Internal Revenue Service Form W-9), EX-99. The company s history dates back to the founding of Citibank in 1812, Bank Handlowy in 1870, Smith Barney in 1873, Banamex in 1884 and Salomon Brothers in 1910. Introductory. 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. WebCITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. is a District Of Columbia Corporation filed on September 25, 1998. WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 - Viela Bio, Inc. - EX-99. 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. The existence of such filings may not result in censure or penalty for an advisor and customer complaints against Please be advised that this site is not optimized for use with Microsoft Internet Explorer 6. ), you agree to actively assist the Lead Arrangers in seeking to complete a timely syndication that is reasonably satisfactory to us and you. As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . in Exhibit B hereto. VERIFIED Status: UNVERIFIED. If there are no advisors then the widget is hidden. ?execute,? in their practice that could influence their ability to advise clients, theyre required to disclose 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. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (i.e., a ?pdf? You hereby acknowledge that (a)the Lead Arrangers will make available Information (as defined below), Projections and other offering and marketing material and presentations, including confidential information memoranda to be used in connection with the syndication of the Incremental Term Loan Facility in a form customarily delivered in connection with senior secured bank financings (the ?Information Memorandum?) ), collectively, the ?Commitment Letter?). Address: UNVERIFIED. 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?) or as a new tranche of term loans pursuant to the Credit Agreement. 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? WebCitigroup Global Markets Realty Corporation litigation, intellectual property, and other public records. 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?) and (b)notwithstanding the Lead Arrangers? and, together with any relevant lending affiliate, the ?Initial Lenders?. 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?) Citigroup Global Markets Inc. (Citi or Firm) appreciates the opportunity to provide its views on structural changes in the U.S. Treasury market and their implications for market functioning. 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? Update This Record. The Commitment Parties? 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. c/o Citigroup Global Markets Inc. 388 Greenwich Street . CEO Jane Fraser shares an update on Citis commitment to net zero emissions by 2050 and how were helping to drive the transition to a net zero economy. Citigroup Global Markets Inc. 390 Greenwich Street New York, NY 10013, USA . The company's filing status is listed as Active and its File Number is 983198. 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. 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. Same as set forth in the Credit Agreement, except that a ?soft call? 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. 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