EX-99.11 2 exhibit9911.htm EXHIBIT 99.11 (TRIGGER PRICE AGREEMENT NOTICE BETWEEN M CAPITAL GROUP INVESTORS II, LLC, CACTUS HOLDING COMPANY, LLC, AND CITIGROUP GLOBAL MARKETS INC., DATED MARCH 20, 2020)
Exhibit 99.11
TRIGGER PRICE AGREEMENT NOTICE
Date:
March 20, 2020
 
 
To:
M Capital Group Investors II, LLC
 
 Cactus Holding Company, LLC
 
 2200 South 75th Avenue
 
 Phoenix, AZ 85043
 
 
Attn:
Jerry Moyes
 
 
From:
Citigroup Global Markets Inc.
 
 
Fax No.
 212-615-8985
Reference is made to the following agreements (collectively, the “Transaction Documents”):
(a)
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”);
(b)
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”);
(c)
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
(d)
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”).
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.
   
Yours sincerely,
     
   
CITIGROUP GLOBAL MARKETS INC.
     
  By:
 /s/ James Heathcote
    Name: James Heathcote
    Title: Authorized Signatory
     
     
Acknowledged and Agreed:
    
     
M CAPITAL GROUP INVESTORS II, LLC
    
     
By:
JERRY AND VICKIE MOYES FAMILY TRUST, its Manager
    
     
By:
/s/ Jerry C. Moyes
    
Name:
Jerry C. Moyes
    
Title:
Co-Trustee of the Manager
    
     
By:
/s/ Vickie Moyes
    
Name:
Vickie  Moyes
    
Title:
Co-Trustee of the Manager
    
     
     
CACTUS HOLDING COMPANY, LLC
    
     
By:
JERRY AND VICKIE MOYES FAMILY TRUST, its Manager
    
     
By:
/s/ Jerry C. Moyes
    
Name:
Jerry C. Moyes
    
Title:
Co-Trustee of the Manager
    
     
By:
/s/ Vickie Moyes
    
Name:
Vickie Moyes
    
Title:
Co-Trustee of the Manager
    

[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:
1.
The Forward Cap Price shall be decreased from USD 58.25 to USD 52.00.
2.
The Final Disruption Date shall be November 6, 2020.
3.
The Scheduled Valuation Date for each Component shall be changed as follows:
Component Number
Number of Options
Scheduled Valuation Date
1
442,584
September 28, 2020
2
442,584
September 29, 2020
3
442,584
September 30, 2020
4
442,584
October 1, 2020
5
442,584
October 2, 2020
6
442,584
October 5, 2020
7
442,584
October 6, 2020
8
442,584
October 7, 2020
9
442,585
October 8, 2020
10
442,585
October 9, 2020
11
442,585
October 12, 2020
12
442,585
October 13, 2020
13
442,585
October 14, 2020
14
442,585
October 15, 2020
15
442,585
October 16, 2020
16
442,585
October 19, 2020
17
442,585
October 20, 2020
18
442,585
October 21, 2020
19
442,585
October 22, 2020
20
442,585
October 23, 2020

Adjustments to the M Capital II Transaction 2 Supplemental Confirmation:
1.
The Forward Cap Price shall be decreased from USD 54.15 to USD $47.90.
2.
The Final Disruption Date shall be January 25, 2021.
3.
The Scheduled Valuation Date for each Component shall be changed as follows:
Component Number
Number of Options
Scheduled Valuation Date
1
493,200
December 10, 2020
2
493,200
December 11, 2020
3
493,200
December 14, 2020
4
493,200
December 15, 2020
5
493,200
December 16, 2020
6
493,200
December 17, 2020
7
493,200
December 18, 2020
8
493,200
December 21, 2020
9
493,200
December 22, 2020
10
493,200
December 23, 2020
11
493,200
December 24, 2020
12
493,200
December 28, 2020
13
493,200
December 29, 2020
14
493,200
December 30, 2020
15
493,200
December 31, 2020
16
493,200
January 4, 2021
17
493,200
January 5, 2021
18
493,200
January 6, 2021
19
493,200
January 7, 2021
20
493,200
January 8, 2021


ANNEX B
Adjustments to the Cactus I Sixth A&R Supplemental Confirmation:
1.
The Forward Cap Price shall be decreased from USD 54.15 to USD 47.90.
2.
The Final Disruption Date shall be December 29, 2020.
3.
The Scheduled Valuation Date for each Component shall be changed as follows:
Component Number
Number of Options
Scheduled Valuation Date
1
792,000
December 10, 2020
2
792,000
December 11, 2020
3
792,000
December 14, 2020

Adjustments to the Cactus I Fifth A&R May 2016 Supplemental Confirmation:
1.
The Forward Cap Price shall be decreased from USD 58.25 to USD 52.00.
2.
The Final Disruption Date shall be October 14, 2020.
3.
The Scheduled Valuation Date for each Component shall be changed as follows:
Component Number
Number of Options
Scheduled Valuation Date
1
1,681,436
September 28, 2020
2
1,681,436
September 29, 2020
3
1,681,436
September 30, 2020

Adjustments to the Cactus I A&R February 2019 Supplemental Confirmation:
1.
The Forward Cap Price shall be decreased from USD 53.25 to USD 47.00.
2.
The Final Disruption Date shall be December 29, 2020.
3.
The Scheduled Valuation Date for each Component shall be changed as follows:
Component Number
Number of Options
Scheduled Valuation Date
1
1,110,334
December 10, 2020
2
1,110,334
December 11, 2020
3
1,110,335
December 14, 2020