TRIGGER PRICE AGREEMENT NOTICE
Exhibit 99.11
TRIGGER PRICE AGREEMENT NOTICE
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March 20, 2020
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To:
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M Capital Group Investors II, LLC |
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Cactus Holding Company, LLC |
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0000 Xxxxx 00xx Xxxxxx |
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Phoenix, AZ 85043 |
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Attn:
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Xxxxx Xxxxx |
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From:
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Citigroup Global Markets Inc. |
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| Fax No. |
000-000-0000 |
Reference is made to the following agreements (collectively, the “Transaction Documents”):
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(a)
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Trigger Price Agreement, dated as of August 23, 2019, among Citigroup Global Markets Inc. (“CGMI”), M Capital Group Investors II, LLC (“M
Capital II”) and Cactus Holding Company, LLC (“Cactus I”) as amended by the Trigger Price Letter Agreement dated October 31, 2019 and the Trigger Price Letter Agreement dated February 12, 2020 (such amendment, the “February
2020 Amendment”, and the amended agreement, the “Trigger Price Agreement”);
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(b)
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Trigger Price Agreement Notice, dated as of September 10, 2019, delivered by CGMI and confirmed by M Capital II and Cactus I (the “Trigger Price
Agreement Notice”);
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(c)
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The Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated as of May 18, 2016, between M Capital II and CGMI (as amended,
modified or supplemented from time to time, the “M Capital II Master Confirmation”), the Fifth Amended and Restated Transaction 1 Supplemental Confirmation to the M Capital II Master Confirmation, dated August 23, 2019 (as adjusted
by the Trigger Price Agreement Notice, the “M Capital II Fifth A&R Transaction 1 Supplemental Confirmation”) and the Transaction 2 Supplemental Confirmation to the M Capital II Master Confirmation, dated August 23, 2019 (as
adjusted by the Trigger Price Agreement Notice, the “M Capital II Transaction 2 Supplemental Confirmation” and, together with the M Capital II Master Confirmation and the M Capital II Fifth A&R Transaction 1 Supplemental
Confirmation, the “M Capital II Confirmation”); and
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(d)
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The Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated as of October 30, 2015, between Cactus I and CGMI (as amended,
modified or supplemented from time to time, the “Cactus I Master Confirmation”), the Sixth Amended and Restated Supplemental Confirmation to the Cactus I Master Confirmation, dated August 23, 2019 (as adjusted by the Trigger Price
Agreement Notice, the “Cactus I Sixth A&R Supplemental Confirmation”), the Fifth Amended and Restated May 2016 Supplemental Confirmation to the Cactus I Master Confirmation, dated August 23, 2019 (as adjusted by the Trigger
Price Agreement Notice, the “Cactus I Fifth A&R May 2016 Supplemental Confirmation”) and the Amended and Restated February 2019 Supplemental Confirmation to the Cactus I Master Confirmation, dated August 23, 2019 (as adjusted
by the Trigger Price Agreement Notice, the “Cactus I A&R February 2019 Supplemental Confirmation” and, together with the Cactus I Master Confirmation, the Cactus I Sixth A&R Supplemental Confirmation and the Cactus I Fifth
A&R May 2016 Supplemental Confirmation, the “Cactus I Confirmation”).
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Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Trigger Price Agreement.
1. Pursuant to Section 5 of the February 2020 Amendment, we are adjusting the terms of the M Capital II Confirmation and the Cactus I Confirmation as we determine appropriate to account
for the non-cash portion of the “Trigger Price Reset Amounts” (as defined in the February 2020 Amendment) (such amounts, the “Remaining Trigger Amounts”). We acknowledge receipt of the cash portion of such “Trigger Price Reset Amounts” in
the amount of USD 3,840,000 and USD 2,160,000 from M Capital II and Cactus I, respectively.
2. With respect to the Remaining Trigger Amount for M Capital II, we have made adjustments to certain terms of the M Capital II Confirmation, as set forth in Annex A hereto; and with
respect to the Remaining Trigger Amount for Cactus I, we have made adjustments to certain terms of the Cactus I Confirmation, as set forth in Annex B hereto.
3. Promptly following your confirmation of this notice, we will deliver to M Capital II and Cactus I, as applicable, updated Optional Early Termination Tables (as defined in each of the M
Capital II Confirmation and Cactus I Confirmation), similar in form to that attached to the applicable supplemental confirmations and prepared by CGMI using a consistent methodology.
4. Each of M Capital II and Cactus I notified us (which shall be deemed delivered on a timely basis under the Trigger Price Agreement) that it has the ability to pay the Remaining Trigger
Amounts (including the foregoing adjustments), and will meet its obligations with respect to the Remaining Trigger Amounts. Please evidence such notice by countersigning below and returning a copy to us.
5. By signing below, each of M Capital II and Cactus I is hereby deemed to repeat the representations set forth in Section 4 of the Trigger Price Agreement with respect to the Transaction
Documents (as adjusted hereby) and in Section 6(a) of the M Capital II Master Confirmation or the Cactus I Master Confirmation, as applicable.
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Yours sincerely,
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CITIGROUP GLOBAL MARKETS INC.
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| By: |
/s/ Xxxxx Xxxxxxxxx |
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| Name: Xxxxx Xxxxxxxxx |
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| Title: Authorized Signatory |
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Acknowledged and Agreed:
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M CAPITAL GROUP INVESTORS II, LLC
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By:
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XXXXX AND XXXXXX XXXXX FAMILY TRUST, its Manager
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By:
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/s/ Xxxxx X. Xxxxx
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Name:
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Xxxxx X. Xxxxx
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Title:
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Co-Trustee of the Manager
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By:
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/s/ Xxxxxx Xxxxx
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Name:
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Xxxxxx Xxxxx
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Title:
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Co-Trustee of the Manager
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CACTUS HOLDING COMPANY, LLC
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By:
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XXXXX AND XXXXXX XXXXX FAMILY TRUST, its Manager
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By:
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/s/ Xxxxx X. Xxxxx
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Name:
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Xxxxx X. Xxxxx
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Title:
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Co-Trustee of the Manager
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By:
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/s/ Xxxxxx Xxxxx
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Name:
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Xxxxxx Xxxxx
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Title:
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Co-Trustee of the Manager
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[Signature Page to March 2020
Trigger Price Agreement Adjustment Notice]
ANNEX A
Adjustments to the M Capital II Fifth A&R Transaction 1 Supplemental Confirmation:
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1.
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The Forward Cap Price shall be decreased from USD 58.25 to USD 52.00.
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2.
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The Final Disruption Date shall be November 6, 2020.
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3.
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The Scheduled Valuation Date for each Component shall be changed as follows:
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Component Number
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Number of Options
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Scheduled Valuation Date
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1
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442,584
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September 28, 2020
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2
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442,584
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September 29, 2020
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3
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442,584
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September 30, 2020
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4
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442,584
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October 1, 2020
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5
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442,584
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October 2, 2020
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6
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442,584
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October 5, 2020
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7
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442,584
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October 6, 2020
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8
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442,584
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October 7, 2020
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9
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442,585
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October 8, 2020
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10
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442,585
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October 9, 2020
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11
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442,585
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October 12, 2020
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12
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442,585
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October 13, 2020
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13
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442,585
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October 14, 2020
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14
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442,585
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October 15, 2020
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15
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442,585
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October 16, 2020
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16
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442,585
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October 19, 2020
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17
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442,585
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October 20, 2020
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18
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442,585
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October 21, 2020
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19
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442,585
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October 22, 2020
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20
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442,585
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October 23, 2020
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Adjustments to the M Capital II Transaction 2 Supplemental Confirmation:
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1.
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The Forward Cap Price shall be decreased from USD 54.15 to USD $47.90.
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2.
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The Final Disruption Date shall be January 25, 2021.
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3.
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The Scheduled Valuation Date for each Component shall be changed as follows:
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Component Number
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Number of Options
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Scheduled Valuation Date
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1
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493,200
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December 10, 2020
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2
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493,200
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December 11, 2020
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3
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493,200
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December 14, 2020
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4
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493,200
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December 15, 2020
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5
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493,200
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December 16, 2020
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6
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493,200
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December 17, 2020
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7
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493,200
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December 18, 2020
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8
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493,200
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December 21, 2020
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9
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493,200
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December 22, 2020
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10
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493,200
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December 23, 2020
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11
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493,200
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December 24, 2020
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12
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493,200
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December 28, 2020
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13
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493,200
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December 29, 2020
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14
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493,200
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December 30, 2020
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15
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493,200
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December 31, 2020
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16
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493,200
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January 4, 2021
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17
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493,200
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January 5, 2021
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18
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493,200
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January 6, 2021
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19
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493,200
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January 7, 2021
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20
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493,200
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January 8, 2021
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ANNEX B
Adjustments to the Cactus I Sixth A&R Supplemental Confirmation:
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1.
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The Forward Cap Price shall be decreased from USD 54.15 to USD 47.90.
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2.
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The Final Disruption Date shall be December 29, 2020.
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3.
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The Scheduled Valuation Date for each Component shall be changed as follows:
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Component Number
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Number of Options
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Scheduled Valuation Date
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1
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792,000
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December 10, 2020
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2
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792,000
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December 11, 2020
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3
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792,000
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December 14, 2020
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Adjustments to the Cactus I Fifth A&R May 2016 Supplemental Confirmation:
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1.
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The Forward Cap Price shall be decreased from USD 58.25 to USD 52.00.
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2.
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The Final Disruption Date shall be October 14, 2020.
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3.
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The Scheduled Valuation Date for each Component shall be changed as follows:
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Component Number
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Number of Options
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Scheduled Valuation Date
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1
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1,681,436
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September 28, 2020
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2
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1,681,436
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September 29, 2020
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3
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1,681,436
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September 30, 2020
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Adjustments to the Cactus I A&R February 2019 Supplemental Confirmation:
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1.
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The Forward Cap Price shall be decreased from USD 53.25 to USD 47.00.
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2.
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The Final Disruption Date shall be December 29, 2020.
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3.
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The Scheduled Valuation Date for each Component shall be changed as follows:
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Component Number
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Number of Options
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Scheduled Valuation Date
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1
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1,110,334
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December 10, 2020
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2
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1,110,334
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December 11, 2020
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3
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1,110,335
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December 14, 2020
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