EX-99.15 8 exhibit9915.htm EXHIBIT 99.15 (TRANSACTION 2 SUPPLEMENTAL CONFIRMATION BETWEEN CITIGROUP GLOBAL MARKETS INC. AND M CAPITAL GROUP INVESTORS II, LLC, DATED AUGUST 23, 2019)

Exhibit 99.15
TRANSACTION 2 SUPPLEMENTAL CONFIRMATION
Date:
August 23, 2019
 
 
To:
M Capital Group Investors II, LLC
 
2200 South 75th Avenue
 
Phoenix, AZ 85043
 
 
Attn: Chad Killebrew
   
From: Citigroup Global Markets Inc.
Fax No.: 212-615-8985
Reference Number:          To be advised by CGMI
The purpose of this Transaction 2 Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Citigroup Global Markets Inc. (“CGMI”) and M Capital Group Investors II, LLC (“Counterparty”) on the Trade Date specified below.  This Transaction 2 Supplemental Confirmation is a binding contract between CGMI and Counterparty as of the relevant Trade Date for the Transaction referenced below.
1.          This Transaction 2 Supplemental Confirmation supplements, forms part of, and is subject to the Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated as of May 18, 2016 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 Transaction 2 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 Transaction 2 Supplemental Confirmation relates are as follows:
Trade Date:
August 23, 2019
Prepayment Date:
The Currency Business Day immediately following the Trade Date. Counterparty authorizes and directs CGMI to pay the Prepayment Amount Counterparty is entitled to receive to Citibank, N.A. on Counterparty’s behalf.
Prepayment Amount:
USD 313,966,000
Reference Price:
USD 34.00. Promptly following the Trade Date, CGMI will deliver to Counterparty an Optional Early Termination Amount table, similar in form to that attached to the Fourth Amended and Restated Transaction 1 Supplemental Confirmation and prepared by CGMI using a consistent methodology.
Forward Floor Price:
USD 42.50
Forward Cap Price:
USD 52.95
Final Disruption Date:
July 7, 2020
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
May 26, 2020
493,200
2
May 27, 2020
493,200
3
May 28, 2020
493,200
4
May 29, 2020
493,200

 
 Component Number  Scheduled Valuation Date  Number of Shares
5
June 1, 2020
493,200
6
June 2, 2020
493,200
7
June 3, 2020
493,200
8
June 4, 2020
493,200
9
June 5, 2020
493,200
10
June 8, 2020
493,200
11
June 9, 2020
493,200
12
June 10, 2020
493,200
13
June 11, 2020
493,200
14
June 12, 2020
493,200
15
June 15, 2020
493,200
16
June 16, 2020
493,200
17
June 17, 2020
493,200
18
June 18, 2020
493,200
19
June 19, 2020
493,200
20
June 22, 2020
493,200


2

Counterparty hereby agrees (a) to check this Transaction 2 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 Transaction 2 Supplemental Confirmation relates by manually signing this Transaction 2 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/ Herman Hirsch
   
Authorized Representative
   
   
Confirmed as of the date first above written:
 
   
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
 
   
 
[Signature Page to M Capital II CGMI Transaction 2 Supplemental Confirmation]