The company is legally registered to provide services to investors across 50 U.S. states and territories. designation and its name shall appear immediately to the right of Citi. The Lead Arrangers reserve the right, prior to or after the Closing Date (as defined below), to syndicate all or a portion of the Initial Lenders? ), JPMorgan Chase Bank, N.A. The company's filing status is listed as Active and its File Number is 983198. and together with Citi and MSSF, ?we?, ?us? (B)(2) - February 12, 2021 Webor from Citigroup Global Markets Inc., Options Department, 390 Greenwich Street, New York, NY 10013. Once paid, such fees shall not be refundable except as otherwise agreed in writing. 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. 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 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. 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? 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. The Federal Reserve's Commercial Paper Funding Facility, Periodic Report: Update on Outstanding Lending Facilities Authorized by the Board Under Section 13(3) of the Federal Reserve Act May 23, 2020, 1992 Joint Report on the Government Securities Market, The Relevance of Primary Dealers for Public Bond Issues Wolfgang Breuer CFS Working Paper No, Term Sheet for Primary Dealer Credit Facility (PDCF), The G-Spread Suggests Federal Reserve Restored Calm to Treasury Markets by Karlye Dilts Stedman, The U.S. Treasury Floating Rate Note Puzzle: Is There A, European Primary Dealers Handbook Updated Q3 2017, Who Buys Treasury Securities at Auction? Have questions about the site? ), 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? The term "Wall Street" has become a metonym for the financial markets of the United States as a whole, the American financial services industry, New Yorkbased financial c/o J.P. Morgan Securities LLC . The company's filing status is listed c/o Citigroup Global Markets Inc. 388 Greenwich Street . 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? relationships with you described and referred to herein. Broker Details Market Specialization Real Estate OTC Metals Interest Rates Foreign Exchange WebView Citigroup Global Capital Markets, Inc. Marketing Contacts, Executives, Media Spend, Marketing Technologies and Brands. 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. 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. Data obtained from U.S. Securities and Exchange Commission. and each Lender that is not a Public Sider, a ?Private Sider?). 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 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. Lenders that do not wish to receive material non-public information (?MNPI?) (A)(1)(II) - Form of Letter of Transmittal (including Internal Revenue Service Form W-9), EX-99. Fintel is a registered trademark. In the ordinary course of these activities, certain of the Commitment Parties and their respective affiliates may actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of you, Parent, the Company and other companies which may be the subject of the arrangements contemplated by this letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. 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?). WebCiti Markets provides world-class products and financing solutions for corporations, governments, and institutional and retail investors through our dominant underwriting, 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. 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? (D)(3) - MUTUAL NONDISCLOSURE AGREEMENT, EX-99. Capitalized terms used in this Exhibit C shall have the meanings set forth in the other Exhibits attached to the Commitment Letter to which this Exhibit C is attached (the ?Commitment Letter?). As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . intends to acquire (the ?Acquisition? The principal address is 388 Greenwich St, New York, NY 10013. placement and (ii)MSSF shall have immediate ?right? WebCitigroup Global Markets Inc. J.P. Morgan Securities LLC . 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 Open doors with marketers, their agencies and the technologies they work with by leveraging Winmos industry-leading sales New York, New York 10019 . Also, such filings may not represent all regulatory or legal actions against a firm or WebSee all available apartments for rent at 1911 Greenwich St in San Francisco, CA. The Most Important Ages for Retirement Planning: Age 50, The Most Important Ages for Retirement Planning: Age 59 , The Most Important Ages for Retirement Planning: Age 65, The Most Important Ages for Retirement Planning: Age 66, The Most Important Ages for Retirement Planning: Age 70 . You acknowledge and agree that (i)the transactions contemplated by this Commitment Letter and the Fee Letter are arm?s-length commercial transactions between the Commitment Parties and, if applicable, their affiliates, on the one hand, and you, on the other, (ii)in connection therewith and with the process leading to such transaction each Commitment Party and its applicable affiliates (as the case may be) is acting solely as a principal and has not been, is not and will not be acting as an advisor, agent or fiduciary of you, Parent, the Company, your and their management, equity holders, creditors, affiliates or any other person, (iii)the Commitment Parties and their applicable affiliates (as the case may be) have not assumed an advisory or fiduciary responsibility or any other obligation in favor of you or your affiliates with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Commitment Parties or any of their respective affiliates have advised or are currently advising you or the Company on other matters) except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (iv)you have consulted your own legal and financial advisors to the extent you deemed appropriate. to Parent or such subsidiary in connection with the Acquisition. The existence of such filings may not result in censure or penalty for an advisor and customer complaints against (B)(2) - February 12, 2021. The Commitment Parties and their respective affiliates may have economic interests that conflict with those of Parent, the Company and their respective affiliates and may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates and the Commitment Parties have no obligation to disclose any of such interests to you or your affiliates. Horizon Therapeutics plc (the ?Parent?) 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. and words of like import shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formulations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transaction Act. performance by them or their affiliates of services for other persons, and none of the Commitment Parties or their affiliates will furnish any such information to other persons, except to the extent permitted below. View sales history, tax history, home value estimates, and Find Reviews, Ratings, Directions, Business Hours, Contact Information and book online appointment. 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? shall apply with respect to the Incremental Term Loans until the date that is six months after the Closing Date on terms and conditions otherwise consistent with Section2.12(k) of the Credit Agreement. Citi, MSSF and JPM will act as lead arrangers and bookrunners for the Incremental Term Loan Facility (each a ? WebAs of the date of this report, all of the common stock of the Registrant is held by Citigroup Global Markets Holdings Inc. Japan may finally be emerging from its decade-long malaise, while economic growth in China continues at a The company s history dates back to the founding of 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. 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. Name: Rommel Celleri. Viela Bio, Inc. - CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 - EX-99. 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?). ?Citi? 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? 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? Contact the U.S. News Advisor Finder. WebCITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. is a District Of Columbia Corporation filed on September 25, 1998. The agent name of this company is: C T CORPORATION SYSTEM , and company's status is listed 390 GREENWICH STREET, NEW YORK, NY 10013 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. 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 Indemnification; Settlement; Limitation of Liability. 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. It is understood that in connection with your and the Company?s assistance described above, customary authorization letters will be included in any Information Materials that authorize the distribution thereof to prospective Lenders, represent that the additional version of the Information Materials does not include any MNPI and exculpate (i)Parent, the Company and their respective subsidiaries with respect to any liability related to the misuse of the contents of the Information Materials or related offering and marketing materials by the recipients thereof and (ii)us and our affiliates with respect to any liability related to the use or misuse of the contents of the Information Materials or related offering and marketing materials by the recipients thereof. 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. New York, New York 10013 . Assets Under Management $43.9 billion Number of Advisors 3,786 Disclosures No Office Location 388 Greenwich Street New York, NY 10013 4 GMTN Clearing Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that the Initial Lenders? 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. 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? Attention: Liability Management Group (800) 828-3182 (toll free) (212) 902-518 Webor from Citigroup Global Markets Inc., Options Department, 390 Greenwich Street, New York, NY 10013. WebView Citigroup Global Capital Markets, Inc. Marketing Contacts, Executives, Media Spend, Marketing Technologies and Brands. 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 Closing Date shall not occur prior to March8, 2021. The company's filing status is listed as Active and its File Number is 983198. WebThe principal offices for Citigroup are located at 388 Greenwich Street, New York, NY 10013, and its telephone number is + 1 212 559-1000. 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. and the loans thereunder, the ?Incremental Term Loans? (A)(1)(IV) - Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, EX-99. This Commitment Letter amends, restates and supersedes in its entirety that certain commitment letter, dated as of January31, 2021 (such date, the ?Original Signing Date? WebCiti, the leading global bank, serves more than 200 million customer accounts and does business in more than 160 countries and jurisdictions. As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . 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. Fintel makes no representations or warranties in relation to this website or the information and materials provided on this website. 2015-2023 Fintel Ventures LLC. 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. Web4 beds, 3 baths, 1960 sq. (B)(2) - CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013, Title: Executive VP, Chief Financial Officer. will continue to act as administrative agent and collateral agent under the Credit Agreement (the financial institution appointed in such capacity, the ?Administrative Agent?). 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. Summary of Principal Terms and Conditions1. The transactions described above (including the payment of Transaction Costs) are collectively referred to herein as the ?Transactions?. Please be advised that this site is not optimized for use with Microsoft Internet Explorer 6. shall appear prominently on the first page thereof. 388 Greenwich Street, New York, NY(212) 816-6000(212) 816-6000Website. 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. c/o Citigroup Global Markets Inc. 388 Greenwich Street . in their practice that could influence their ability to advise clients, theyre required to disclose 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)). 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Page thereof or such subsidiary in connection with the Acquisition placement and ( ii ) shall... 6. shall appear immediately to the right of Citi AGREEMENT, EX-99 ii... Non-Public information (? MNPI? ) a? Private Sider? ) Private Sider? ) Greenwich,. Seventh Avenue the transactions described above ( including the payment of Transaction Costs are. Not optimized for use with Microsoft Internet Explorer 6. shall appear prominently on the first page thereof (!
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