EX-11 4 exhibit11.htm EXHIBIT 11 - SUPPLEMENTAL CONFIRMATION BETWEEN CITIGROUP GLOBAL MARKETS INC. AND CACTUS HOLDING COMPANY, LLC exhibit11.htm  
Exhibit 11
 
Execution Version
 
SUPPLEMENTAL CONFIRMATION
 
Date:
October 30, 2015
   
To:
Cactus Holding Company, LLC
2200 South 75th Avenue
Phoenix, AZ  85043
   
Attn:
Chad Killebrew and Vicki Plein
   
From:
Citigroup Global Markets Inc.
Fax No.:
212-615-8985
   
Reference Number:
To be advised by CGMI

 
The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Citigroup Global Markets Inc. (“CGMI”) and Cactus Holding Company, LLC (“Counterparty”) on the Trade Date specified below.  This Supplemental Confirmation is a binding contract between CGMI and Counterparty as of the relevant Trade Date for the Transaction referenced below.
 
1.           This Supplemental Confirmation supplements, forms part of, and is subject to the Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated as October 30, 2015 between CGMI and Counterparty (as amended and supplemented from time to time, the “Master Confirmation”).  All provisions contained in the Agreement (as modified and as defined in the Master Confirmation) shall govern this Supplemental Confirmation, except as expressly modified below, and capitalized terms used but not defined herein shall have the meanings specified in the Master Confirmation.
 
2.           The terms of the Transaction to which this Supplemental Confirmation relates are as follows:
 
Trade Date:
October 30, 2015
Prepayment Date:
The later of (i) the Trade Date and (ii) the first date on which all of the conditions to effectiveness set forth in the Master Confirmation have been satisfied or waived, as determined by CGMI in its reasonable discretion; provided that if CGMI determines, in its reasonable discretion, that it is impracticable for CGMI to deliver the Prepayment Amount by close of business on such date, the Prepayment Date shall be the Currency Business Day immediately following such date.  CGMI shall be deemed to have satisfied its obligation to deliver the Prepayment Amount to Counterparty upon the wiring of the Prepayment Amount to an account in the name of Cactus Holding Company II, LLC in accordance with the wire instructions provided by Counterparty.
Prepayment Amount:
USD 48,300,000
Letter Agreement Reference Price:
USD 15.0205
Forward Floor Price:
USD 22.00
Forward Cap Price:
USD 26.40
Final Disruption Date:
December 8, 2016
 
For each Component of the Transaction, the Scheduled Valuation Date and Number of Shares is set forth below:
 
Component Number
Scheduled Valuation Date
Number of Shares
1
11/21/2016
1,100,000
2
11/22/2016
1,100,000
3
11/23/2016
1,100,000

 
 
 

Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Supplemental Confirmation relates by manually signing this Supplemental Confirmation and providing any other information requested herein or in the Master Confirmation and immediately sending a facsimile transmission of an executed copy to us.
 

 
 
Yours sincerely,
 
 
CITIGROUP GLOBAL MARKETS INC.
 

 
 
By:
 /s/ James Heathcote   
 
Authorized Representative
 

 
Confirmed as of the date first above written:
 
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

By:  /s/ Vickie Moyes                                                           
Name: Vickie Moyes
Title: Co-Trustee
 

 
Signature Page to Supplemental Confirmation for Cactus I Forward