), 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 transactions described above (including the payment of Transaction Costs) are collectively referred to herein as the ?Transactions?. 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. Web19 customer reviews of Citigroup Global Markets. ; the Incremental Term Loan Facility, together with the facilities under the Credit Agreement, the ?Senior Secured Credit Facilities?) The company's filing status is listed and (d)publicly filed financial statements of Parent and its subsidiaries and the Company and its subsidiaries. For purposes hereof, the words ?execution,? WebCITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. is a District Of Columbia Corporation filed on September 25, 1998. Web390 GREENWICH ST FL 4 NEW YORK, NY 10013 Get Directions (212) 723-4421 Company Summary. Once paid, such fees shall not be refundable except as otherwise agreed in writing. 4 GMTN Clearing Each of the Commitment Parties hereto acknowledges (i)the retention of such entities as a Buy Sider Advisor and (ii)that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Commitment Party on the part of such entities or their affiliates. 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?) 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. ), that has been or will be made available to any Commitment Party by you or by any of your representatives on your behalf in connection with the transactions contemplated hereby, when taken as a whole, does not or will not, when furnished, taken together with all other information that is publicly available on the SEC?s website, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements and updates thereto) and (b)the Projections contained in the Information Memorandum will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time such Projections are so furnished; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. and, together with the Incremental Term Loans, the ?Term Loans?) WebSecurities and Commodity Contracts Intermediation and Brokerage Securities, Commodity Contracts, and Other Financial Investments and Related Activities Finance and Open doors with marketers, their agencies and the technologies they work with by leveraging Winmos industry-leading sales intelligence database. 1010.230 (the ?Beneficial Ownership Regulation? 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. 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? CITIGROUP GLOBAL MARKETS INC. branch. right to syndicate the Incremental Term Loan Facility and receive commitments with respect thereto, (i)no Initial Lender shall be relieved, released or novated from its obligations hereunder (including, subject to the satisfaction of the conditions set forth herein, its obligation to fund the Incremental Term Loan Facility on the date requested by the Borrower (the date of such funding, the ?Closing Date?)) You agree that you will not claim that the Commitment Parties or their applicable affiliates, as the case may be, have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to you or your affiliates, in connection with such transaction or the process leading thereto. (D)(3) - MUTUAL NONDISCLOSURE AGREEMENT, EX-99. 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). and collectively, the ?Lead Arrangers?) In such capacities, each of Citi, MSSF and JPM are an ?Initial Lender? and the loans thereunder, the ?Incremental Term Loans? (the amounts set forth in clauses (i)through (ii) above, collectively, the ?Acquisition Costs?). Introductory. 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. Visit Citigroup Global Markets Inc. This paragraph, and the provisions herein, shall be referred to as the ?Certain Funds Provisions?. 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? Attention: Liability Management Group (800) 828-3182 (toll free) (212) 902-518 Fintel is a registered trademark. The existence of such filings may not result in censure or penalty for an advisor and customer complaints against New York, New York 10013 . and the requirements of 31 C.F.R. of up to $1,300million in principal amount. 388 Greenwich Street, New York, NY 10013. The Commitment Parties? commitments to fund the Incremental Term Loan Facility hereunder on the terms set forth herein. 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?). WebAs of the date of this report, all of the common stock of the Registrant is held by Citigroup Global Markets Holdings Inc. Such disclosure event filings can include certain criminal and civil matters, 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. In December 2007, 388 Greenwich Street and 390 Greenwich Street were sold by Citigroup in order to reduce real estate exposure on its balance sheet. 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. 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. 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. WebCitigroup Inc. or Citi ( stylized as citi) is an American multinational investment bank and financial services corporation headquartered in New York City. 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. or as a new tranche of term loans pursuant to the Credit Agreement. None (same as set forth in the Credit Agreement). WebCitigroup Global Markets Inc performs a wide assortment of services, including financial planning services, portfolio management for individuals and small businesses, portfolio management for institutional clients, pension consulting services, selection of other advisers, publication of newsletters, security rating services and other services. 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? Indemnification; Settlement; Limitation of Liability. ), 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. 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)). You further acknowledge and agree that (a)you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto, (b)you are capable of evaluating and understand and accept the terms, risks and conditions of the transactions contemplated hereby, and (c)we have provided no legal, accounting, regulatory or tax advice and you contacted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate. ), directly or indirectly, an entity previously identified to the Commitment Parties by you as ?Venus? relationships with you described and referred to herein. 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. 1911 Greenwich St has rental units ranging from 600-750 sq ft . ), JPMorgan Chase Bank, N.A. 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 . 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. WebView Citigroup Global Capital Markets, Inc. Marketing Contacts, Executives, Media Spend, Marketing Technologies and Brands. (the ?Company?). This rating is based on the EBITDA margin in relation to the company's sales, based on past performance . [Remainder of this page intentionally left blank]. 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? Citigroup issued fourth quarter 2022 earnings review. 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?) 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