arranging or providing financing for a competing bidder and, on the other hand, our and our affiliates? 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? 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?). New York, New York 10019 . For purposes hereof, the words ?execution,? (?MSSF? CEO Jane Fraser and the senior leadership team shared perspectives and key datapoints about Citis path forward. that may be brought or threatened by the Company, Parent, the Borrower, the Guarantors, any of their respective affiliates or any other person or entity and that may be incurred by or asserted against or involve any Indemnified Person (whether or not any Indemnified Person is a party to such Proceeding and whether or not the transactions contemplated hereby are consummated) as a result of or arising out of or in any way related to or resulting from the Acquisition, this Commitment Letter (including the Term Sheet), the Fee Letter, the Transactions or any related transaction contemplated hereby, the Incremental Term Loan Facility or any use of the proceeds thereof or, regardless of whether any such Indemnified Person is a party thereto, and to reimburse each such Indemnified Person upon demand for any reasonable and documented or invoiced out-of-pocket legal expenses of one firm of counsel for all such Indemnified Persons, taken as a whole and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole, and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each applicable jurisdiction to the affected Indemnified Persons, or other reasonable and documented or invoiced out-of-pocket fees and expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent that they have resulted from (i)the willful misconduct, bad faith 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 court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach of the funding obligations of such Indemnified Person or any of such Indemnified Person?s affiliates 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), or (iii)disputes solely between and among Indemnified Persons to the extent such disputes do not arise from any act or omission of you or any of your affiliates (other than claims against an Indemnified Person acting in its capacity as an agent or arranger or similar role under the Incremental Term Loan Facility unless such claims arise from the gross negligence, bad faith or willful misconduct of such Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision)) and (y)to the extent that the Closing Date occurs, to reimburse each Commitment Party from time to time, upon presentation of a summary statement, for all reasonable and documented or invoiced out-of-pocket expenses (including but not limited to expenses of each Commitment Party?s consultants? Horizon Therapeutics plc (the ?Parent?) (the ?Company?). ; 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? The company's filing status is listed as Active and its File Number is 983198. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I)NOT MATERIAL AND (II)WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. commitments to fund the Incremental Term Loan Facility hereunder on the terms set forth herein. Summary of Principal Terms and Conditions1. 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 . In such capacities, each of Citi, MSSF and JPM are an ?Initial Lender? WebCitigroup is a pre-eminent financial services company with nearly 200 million customer accounts in 100-plus countries. and (d)publicly filed financial statements of Parent and its subsidiaries and the Company and its subsidiaries. to Parent or such subsidiary in connection with the Acquisition. Company Number 601904053 Status Active Incorporation Date 28 September 1998 (New York (US)) Controlling Company CITIGROUP INC. WebCitigroup is a pre-eminent financial services company with nearly 200 million customer accounts in 100-plus countries. The Lead Arrangers shall have received copies of (i)the audited consolidated balance sheet and the related audited consolidated statements of operations and comprehensive loss, cash flows and shareholders? 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). Visit Citigroup Global Markets Inc. 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. 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. WebThe firm's central office is at 388 Greenwich Street, New York, New York 10013. 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?) 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 You agree that, if at any time prior to the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the Projections contained in the Information Memorandum were being furnished, and such representations were being made, at such time, then you will (or, prior to the Closing Date, with respect to the Information and such Projections relating to the Company, will use commercially reasonable efforts to) promptly supplement the Information and such Projections such that (with respect to Information and Projections relating to the Company and its subsidiaries, to your knowledge) such representations and warranties are correct in all material respects in light of the circumstances under which the statements included in such Information were made. 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. Citibank, N.A. 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. The agent name of this company is: C T CORPORATION SYSTEM , and company's status is listed 390 GREENWICH STREET, NEW YORK, NY 10013 Lenders (i.e. 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. or the ?Commitment Parties?) The company s history dates back to the founding of April 22, 2016 By Electronic submission . ), Horizon Therapeutics plc (?Parent? WebThe principal offices for Citigroup are located at 388 Greenwich Street, New York, NY 10013, and its telephone number is + 1 212 559-1000. 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. 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. WebSecurities and Commodity Contracts Intermediation and Brokerage Securities, Commodity Contracts, and Other Financial Investments and Related Activities Finance and Insurance. View sales history, tax history, home value estimates, and overhead views. WebView Citigroup Global Capital Markets, Inc. Marketing Contacts, Executives, Media Spend, Marketing Technologies and Brands. (?JPM? or as a new tranche of term loans pursuant to the Credit Agreement. New York, New York 10019 . Update This Record. 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. commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to (a)assistance to be provided in connection with the syndication thereof (including supplementing and/or correcting Information and Projections) prior to the later of the Closing. You hereby represent and warrant that (with respect to Information and Projections relating to the Company and its subsidiaries, to your knowledge)(a) all material written information and written data, other than the Projections and other forward-looking information regarding the future performance of Parent, the Company and their respective subsidiaries and other than information of a general economic or industry specific nature (the ?Information? 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? (a) Indemnification. Japan may finally be emerging from its decade-long malaise, while economic growth in China continues at a WebSee all available apartments for rent at 1911 Greenwich St in San Francisco, CA. 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. Open doors with marketers, their agencies Options Flow - Real Time Feed; Put/Call Ratio - Top Bullish; Put Call Ratio - Top Bearish; SCREENS 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. The Commitment Parties? c/o Citigroup Global Markets Inc. 388 Greenwich Street . The availability of the Incremental Term Loan Facility on the Closing Date will be subject solely to (a)the applicable conditions set forth in Section6 of the Commitment Letter and in Exhibit C to the Commitment Letter, (b)delivery of a customary borrowing notice, (c)the accuracy of representations and warranties in all material respects subject, to the Certain Funds Provisions and (d)the conditions set forth in Section2.20(d) of the Credit Agreement (with the Acquisition being deemed to be a Limited Condition Acquisition (as defined in the Credit Agreement)), subject to the Certain Funds Provisions. WebCitigroup Global Markets Inc. J.P. Morgan Securities LLC . 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?). advisor. 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?) 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? [Remainder of this page intentionally left blank]. The principal address is 388 Greenwich St, New York, NY 10013. Citigroup issued fourth quarter 2022 earnings review. The company's filing status is listed as Active and its File Number is 983198. Locations. Annual amortization (payable in four equal quarterly installments, commencing with the first full quarter ending after the Closing Date) of the Incremental Term Loans shall be required in an amount equal to 1.0% of the initial aggregate principal amount of the Incremental Term Loans. 2015-2023 Fintel Ventures LLC. 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. those events to regulators. Attention: Liability Management Group (800) 828-3182 (toll free) (212) 902-518 If you advise us in writing (including by email), within a reasonable period of time prior to dissemination, that any of the foregoing should be distributed only to Private Siders, then Public Siders will not receive such materials without your consent. 1010.230 (the ?Beneficial Ownership Regulation? 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. 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. Notwithstanding anything to the contrary contained in this Commitment Letter, each Commitment Party agrees that for a period of six months following the Original Signing Date, such Commitment Party and its affiliates will not provide or arrange for any other person any new financing that, to such Commitment Party?s or affiliate?s knowledge, will be used to fund the acquisition of the Company. WebAs of the date of this report, all of the common stock of the Registrant is held by Citigroup Global Markets Holdings Inc. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit C shall be determined by reference to the context in which it is used. 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. 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?). The provisions of this paragraph shall automatically terminate on the second anniversary of the date hereof. The company's filing status is listed 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? 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. or in the Commitment Letter. You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto. 388 GREENWICH STREET; NEW YORK; 10013; NY; UNITED STATES; Agent Name C T CORPORATION SYSTEM The Commitment Parties and their affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder or in connection with the Acquisition and the related Transactions solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge, such information; provided that nothing herein shall prevent any Commitment Party and their affiliates from disclosing any such information (a)pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process based on the advice of counsel (in which case the Commitment Parties agree (except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority), to the extent not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their respective affiliates (in which case the Commitment Parties agree (except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority), to the extent not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Commitment Party or any of its affiliates or any related parties thereto in violation of any confidentiality obligations owing to you, the Company or any of your or its respective affiliates (including those set forth in this paragraph), (d) to the extent that such information is received by such Commitment Party or any of its affiliates from a third party that is not, to such Commitment Party?s or affiliate?s knowledge, as applicable, subject to any contractual or fiduciary confidentiality obligations owing to you, the Company or any of your or its respective affiliates or related parties, (e)to the extent that such information is independently developed by the Commitment Parties or any of their affiliates, (f)to such Commitment Party?s affiliates and to its and their respective directors, officers, employees, legal counsel, independent auditors, professionals and other experts or agents who need to know such information in connection with the Transactions and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (g)to potential or prospective Lenders, participants or assignees and to any direct or indirect contractual counterparty to any swap or derivative transaction relating to you or any of your subsidiaries, in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph); provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and each Commitment Party, including, without limitation, as agreed in any Information Materials or other marketing materials) in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information, or (h)for purposes of enforcing its rights hereunder and in the Fee Letter in any legal proceedings and for purposes of establishing a defense in any legal proceedings.
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citigroup global markets inc 390 greenwich street