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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 16)*

 

Quaker Chemical Corporation

(Name of Issuer)

 

Common Stock, par value $1.00

(Title of Class of Securities)

 

747316107

(CUSIP Number)

 

Gulf Hungary Holding Korlátolt Felelősségű Társaság

and

QH Hungary Holdings Limited

BAH Center

2 Furj Street

1124 Budapest, Hungary

Attention: Judit Rozsa

Telephone: +36-20/940-2900

with a copy to:

Reb D. Wheeler, Esq.

Mayer Brown LLP

1221 Avenue of the Americas

New York, New York 10020

(212) 506-2414

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 

March 6, 2023

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

 

 

CUSIP No. 747316107
1.

Name of Reporting Person

Gulf Hungary Holding Korlátolt Felelősségű Társaság

2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ¨
  (b) ¨
3. SEC Use Only:
4. Source of Funds (See Instructions): OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ¨
6. Citizenship or Place of Organization: Hungary
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With		 7. Sole Voting Power: 37,186(1)
8. Shared Voting Power: 3,992,377(2)
9. Sole Dispositive Power: 37,186(1)
10. Shared Dispositive Power: 3,992,377(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,029,563(1)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
(See Instructions)
13. Percent of Class Represented by Amount in Row (11): 22.4%(3)
14. Type of Reporting Person (See Instructions): OO

 

(1) Consists of 37,186 shares of Common Stock of the Issuer (“Shares”) beneficially owned by Gulf Hungary Holding Korlátolt Felelősségű Társaság (a “Reporting Person” or “Gulf Hungary”), all of which are held in the name of Citibank N.A. pursuant to an Escrow Agreement (as defined in the Original Schedule 13D, as defined below) in order to secure the Reporting Person’s indemnification obligations under the Share Purchase Agreement (as defined in the Original Schedule 13D).

 

(2) Consists of 3,992,377 Shares beneficially owned by Gulf Hungary’s wholly-owned subsidiary QH Hungary Holdings Limited (also a “Reporting Person” or “QH Hungary”), of which:

 

  · 3,000,765 Shares are pledged to and registered in the name of Citigroup Global Markets Inc., as custodian for the benefit of QH Hungary (in such capacity, the “Margin Loan Custodian”) pursuant to a Pledge and Security Agreement (as defined in the Original Schedule 13D) to secure QH Hungary's obligations under a Margin Loan (as defined in the Original Schedule 13D);

 

 

 

 

  · 783,674 Shares are pledged to Citibank N.A. (“Citibank”) and held at Citigroup Global Markets Inc. (the “Citi PVF Custodian”) pursuant to the Pledge and Security Agreement, dated as of May 19, 2020, between QH Hungary and Citibank, as secured party (the “Citi PVF Security Agreement”) to secure QH Hungary's obligations under a Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated May 19, 2020 (the “Citi Master Confirmation”), between QH Hungary and Citibank, as amended and supplemented by Supplemental Confirmation, dated May 19, 2020 and amended on November 24, 2021 (the “First Citi Supplemental Confirmation”), Supplemental Confirmation No. 2, dated May 26, 2020 and amended on March 9, 2021, November 24, 2021, August 10, 2022 and March 6, 2023 (the “Second Citi Supplemental Confirmation”), Supplemental Confirmation No. 3, dated August 27, 2020 and amended on August 10, 2022 (the “Third Citi Supplemental Confirmation”), Supplemental Confirmation No. 4, dated March 9, 2021 and amended on November 24, 2021 and March 6, 2023 (the “Fourth Citi Supplemental Confirmation”), Supplemental Confirmation No. 5, dated March 9, 2021 and amended on August 10, 2022 (the “Fifth Citi Supplemental Confirmation”), Supplemental Confirmation No. 6 originally entered into with JPMorgan Chase Bank, National Association (“JPMorgan”), dated August 27, 2020 and amended and restated and novated to Citibank on August 10, 2022 (the “Sixth Citi Supplemental Confirmation”) and Supplemental Confirmation No. 7 originally entered into with JPMorgan, dated March 9, 2021 and amended and restated and novated to Citibank on August 10, 2022 (the “Seventh Citi Supplemental Confirmation”), as described in Item 6 below.

 

  · 207,938 Shares are pledged to Royal Bank of Canada (“RBC”) and held at RBC Capital Markets LLC (the “RBC PVF Custodian”) pursuant to the Pledge and Security Agreement, dated as of May 26, 2020, between QH Hungary and RBC, as secured party (the “RBC PVF Security Agreement”) to secure QH Hungary's obligations under a Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated May 26, 2020 (the “RBC Master Confirmation”), between QH Hungary and RBC, as amended and supplemented by Supplemental Confirmation, dated May 26, 2020 and amended on March 9, 2021, November 24, 2021, August 10, 2022 and March 6, 2023 (the “First RBC Supplemental Confirmation”), Supplemental Confirmation No. 2, dated March 9, 2021 and amended on November 24, 2021 and March 6, 2023 (the “Second RBC Supplemental Confirmation”) and Supplemental Confirmation No. 3, dated March 9, 2021 and amended on August 10, 2022 (the “Third RBC Supplemental Confirmation”), and Amended and Restated Supplemental Confirmation No. 4 originally entered into with JPMorgan, dated March 9, 2021 and amended and restated and novated to RBC on November 24, 2021, and amended on March 6, 2023 (the “Fourth RBC Supplemental Confirmation”), as described in Item 6 below.

  

(3) Based upon 17,949,837 shares of Common Stock outstanding as of January 31, 2023, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on February 23, 2023.

 

 

 

 

CUSIP No. 747316107
1.

Name of Reporting Person

QH Hungary Holdings Limited

2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ¨
  (b) ¨
3. SEC Use Only:
4. Source of Funds (See Instructions): OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ¨
6. Citizenship or Place of Organization: Hungary
Number of
Shares
Beneficially by
Owned by Each
Reporting Person
With		 7. Sole Voting Power: 0
8. Shared Voting Power: 3,992,377(1)
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 3,992,377(1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,992,377(1)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
(See Instructions)
13. Percent of Class Represented by Amount in Row (11): 22.2%(2)
14. Type of Reporting Person (See Instructions): OO

 

(1) Consists of 3,992,377 Shares beneficially owned by QH Hungary, of which:

 

  · 3,000,765 Shares are pledged to and registered in the name of the Margin Loan Custodian pursuant to a Pledge and Security Agreement to secure QH Hungary's obligations under a Margin Loan;

 

  · 783,674 Shares are pledged to Citibank N.A. (“Citibank”) and held at Citigroup Global Markets Inc. (the “Citi PVF Custodian”) pursuant to the Pledge and Security Agreement, dated as of May 19, 2020, between QH Hungary and Citibank, as secured party (the “Citi PVF Security Agreement”) to secure QH Hungary's obligations under a Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated May 19, 2020 (the “Citi Master Confirmation”), between QH Hungary and Citibank, as amended and supplemented by Supplemental Confirmation, dated May 19, 2020 and amended on November 24, 2021 (the “First Citi Supplemental Confirmation”), Supplemental Confirmation No. 2, dated May 26, 2020 and amended on March 9, 2021, November 24, 2021, August 10, 2022 and March 6, 2023 (the “Second Citi Supplemental Confirmation”), Supplemental Confirmation No. 3, dated August 27, 2020 and amended on August 10, 2022 (the “Third Citi Supplemental Confirmation”), Supplemental Confirmation No. 4, dated March 9, 2021 and amended on November 24, 2021 and March 6, 2023 (the “Fourth Citi Supplemental Confirmation”), Supplemental Confirmation No. 5, dated March 9, 2021 and amended on August 10, 2022 (the “Fifth Citi Supplemental Confirmation”), Supplemental Confirmation No. 6 originally entered into with JPMorgan Chase Bank, National Association (“JPMorgan”), dated August 27, 2020 and amended and restated and novated to Citibank on August 10, 2022 (the “Sixth Citi Supplemental Confirmation”) and Supplemental Confirmation No. 7 originally entered into with JPMorgan, dated March 9, 2021 and amended and restated and novated to Citibank on August 10, 2022 (the “Seventh Citi Supplemental Confirmation”), as described in Item 6 below.

 

 

 

 

  · 207,938 Shares are pledged to Royal Bank of Canada (“RBC”) and held at RBC Capital Markets LLC (the “RBC PVF Custodian”) pursuant to the Pledge and Security Agreement, dated as of May 26, 2020, between QH Hungary and RBC, as secured party (the “RBC PVF Security Agreement”) to secure QH Hungary's obligations under a Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated May 26, 2020 (the “RBC Master Confirmation”), between QH Hungary and RBC, as amended and supplemented by Supplemental Confirmation, dated May 26, 2020 and amended on March 9, 2021, November 24, 2021, August 10, 2022 and March 6, 2023 (the “First RBC Supplemental Confirmation”), Supplemental Confirmation No. 2, dated March 9, 2021 and amended on November 24, 2021 and March 6, 2023 (the “Second RBC Supplemental Confirmation”) and Supplemental Confirmation No. 3, dated March 9, 2021 and amended on August 10, 2022 (the “Third RBC Supplemental Confirmation”), and Amended and Restated Supplemental Confirmation No. 4 originally entered into with JPMorgan, dated March 9, 2021 and amended and restated and novated to RBC on November 24, 2021, and amended on March 6, 2023 (the “Fourth RBC Supplemental Confirmation”), as described in Item 6 below.

 

(2) Based upon 17,949,837 shares of Common Stock outstanding as of January 31, 2023, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on February 23, 2023.

 

 

 

 

SCHEDULE 13D/A

Introductory Note

 

This Amendment No. 16 to Schedule 13D (this “Amendment No. 16”) amends and supplements the statement on Schedule 13D filed on August 9, 2019, as amended by Amendment No. 1 filed on April 9, 2020, Amendment No. 2 filed on May 21, 2020, Amendment No. 3 filed on May 28, 2020, Amendment No. 4 filed on August 31, 2020, Amendment No. 5 filed on March 11, 2021, Amendment No. 6 filed on May 26, 2022, Amendment No. 7 filed on July 13, 2022, Amendment No. 8 filed on July 18, 2022, Amendment No. 9 filed on July 21, 2022, Amendment No. 10 filed on July 26, 2022, Amendment No. 11 filed on July 29, 2022, Amendment No. 12 filed on August 3, 2022, Amendment No. 13 filed on August 8, 2022, Amendment No. 14 filed on August 11, 2022 and Amendment No. 15 filed on August 12, 2022 (together, the “Original Schedule 13D”) with the Securities and Exchange Commission (the “SEC”).

 

This Amendment No. 16 is being filed in relation to (a) the amendment and restatement of two existing and previously reported prepaid variable share forward transactions with Citibank, N.A. (“Citibank”), which are the amendments, dated March 6, 2023 to the Second Citi Supplemental Confirmation and Fourth Citi Supplemental Confirmation (such amendments, the “Citi 3/6/23 VPF Amendments”) and, (b) the amendment and restatement of three existing and previously reported prepaid variable share forward transactions with Royal Bank of Canada ("RBC"), which are the amendments, dated March 6, 2023 to the First RBC Supplemental Confirmation, Second RBC Supplemental Confirmation and Fourth RBC Supplemental Confirmation (such amendments, the “RBC 3/6/23 VPF Amendments” and, together with the Citi 3/6/23 VPF Amendments, the “3/6/23 VPF Amendments”).

 

In exchange for amending and restating the (a) Second Citi Supplemental Confirmation, QH Hungary paid $1,607,300.23 to Citibank, (b) Fourth Citi Supplemental Confirmation, QH Hungary paid $1,812,005.99 to Citibank, (c) First RBC Supplemental Confirmation, QH Hungary paid $1,607,300.23, (d) Second RBC Supplemental Confirmation, QH Hungary paid $787,834.29 to RBC and (e) Fourth RBC Supplemental Confirmation, QH Hungary paid $945,404.81 to RBC. Pursuant to each transaction, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to Citibank and RBC, as applicable, as described in more details in Item 6 below or the cash equivalent thereof.

 

After the 3/6/23 VPF Amendments, QH Hungary remained the direct beneficial owner of a total of 3,992,377 Shares and Gulf Hungary remained the indirect beneficial owner of the same 3,992,377 Shares. Gulf Hungary continues to be the direct beneficial owner of a separate 37,186 Shares. All 3,992,377 Shares directly owned by QH Hungary remain subject to the Shareholder Agreement (as defined in the Original Schedule 13D) to which QH Hungary also became a party by executing a joinder thereto.

 

This Amendment No. 16 is filed jointly by the Reporting Persons. All disclosure for items contained in the Original Schedule 13D is incorporated herein by reference, subject to the amended and additional information provided for such item in this Amendment No. 16. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Original Schedule 13D.

 

Item 4. Purpose of Transaction

 

Item 4 of the Original Schedule 13D is hereby amended to add the following:

 

This Amendment No. 16 relates to the 3/6/23 VPF Amendments, the purpose of which is to facilitate the transactions contemplated by the 3/6/23 VPF Amendments. These transactions were designed for QH Hungary to raise financing, subject to the applicable transaction documents while maintaining an opportunity to share in the Issuer’s future growth. These transactions are described in further detail in Item 6 of this Amendment No. 16.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the Original Schedule 13D is hereby amended and restated as follows:

 

(a) – (b) The information contained on the cover pages to this Amendment No. 16 is incorporated herein by reference. The Shares reported on this Amendment No. 16 are held by the Reporting Persons. QH Hungary is a wholly-owned subsidiary of Gulf Hungary, which is owned by Gulf Houghton, which is a subsidiary of Gulf Oil International. Gulf Oil International is owned by Amas Holding SPF (“Amas Holding”), a private wealth holding company, which in turn is beneficially owned by multiple members of the Hinduja family, with no single individual having a beneficial interest in Amas Holding of 5% or more. Based upon 17,949,837 shares of Common Stock outstanding as of January 31, 2023, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on February 23, 2023, the Shares owned by the Reporting Persons constitutes approximately 22.4% of the issued and outstanding Common Stock of the Issuer.

 

 

 

 

Except for the Shares owned by the Reporting Persons, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other persons listed in Item 2(a)-(c) hereto beneficially owns any other securities of the Issuer.

 

(c) Except as described in Item 3, Item 4 and Item 6, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any person listed in Item 2(a)-(c), have effected any transactions in the Common Stock during the past 60 days.

 

(d) Except as described in Item 3, Item 4 and Item 6, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Amendment No. 16.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Original Schedule 13D is hereby amended to add the following:

 

The information contained in Item 3 and 4 of the Original Schedule 13D, as amended by this Amendment No. 16, is hereby incorporated by reference herein.

 

On March 6, 2023, QH Hungary effected the 3/6/23 VPF Transactions.

 

The (a) Second Citi Supplemental Confirmation covering a maximum aggregate amount of 105,002 shares is divided into one tranche ("Tranche 1") of 50 components of 1,750 shares each for a total 87,500 shares and a second tranche ("Tranche 2") of 50 components of 350 shares each (except for 2 Components at 351 shares each) for a total 17,502 shares (each a "Component") and (b) Fourth Citi Supplemental Confirmation covering a maximum aggregate amount of 98,644 shares is divided into 50 Components, with 44 Components of 1,973 shares each and 6 Components of 1,972 shares each. For each Component, QH Hungary is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from November 25, 2024 to February 10, 2025 for Tranche 1 of the Second Citi Supplemental Confirmation, May 28, 2024 to August 8, 2024 for Tranche 2 of the Second Citi Supplemental Confirmation and November 25, 2024 to February 10, 2025 for the Fourth Citi Supplemental Confirmation either, at QH Hungary's option: (a) (1) up to 1,750 Shares (Tranche 1) and up to 350 Shares (or 351 Shares for two of such Settlement Dates) (Tranche 2) of the Second Citi Supplemental Confirmation, and (b) up to 1,973 Shares (or 1,972 Shares for the last 6 Settlement Dates) for the Fourth Citi Supplemental Confirmation, to Citibank (such Share number, "Subject Number") based on the average market price of the Shares determined as described below or (ii) an amount of cash equivalent to the value of such Shares.

 

The (a) First RBC Supplemental Confirmation covering a maximum aggregate amount of 105,002 shares is divided into one tranche ("Tranche 1") of 50 components of 1,750 shares each for a total of 87,500 shares and a second tranche ("Tranche 2") of 50 components of 350 shares each (except for 2 components at 351 shares each) for a total of 17,502 shares (each a "Component"), (b) Second RBC Supplemental Confirmation covering a maximum aggregate amount of 42,889 shares is divided into 50 Components with 39 Components of 858 shares each and 11 Components of 857 shares each and (c) Fourth RBC Supplemental Confirmation covering a maximum aggregate amount of 51,467 shares is divided into 50 Components, with 17 Components of 1,030 shares each and 33 Components of 1,029 shares each. For each Component, QH Hungary is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from November 25, 2024 to February 10, 2025 for Tranche 1 of the First RBC Supplemental Confirmation, May 28, 2024 to August 8, 2024 for Tranche 2 of the First RBC Supplemental Confirmation and November 25, 2024 to February 10, 2025 for each of the Second RBC Supplemental Confirmation and the Fourth RBC Supplemental Confirmation (as applicable) either, at QH Hungary's option: (a) (1) up to 1,750 Shares (Tranche 1) and up to 350 Shares (or 351 Shares for two of such Settlement Dates) (Tranche 2) of the First RBC Supplemental Confirmation, (b) up to 858 Shares (or 857 Shares for the last 11 Settlement Dates) for the Second RBC Supplemental Confirmation and (c) up to 1,030 Shares (or 1,029 Shares for the last 33 Settlement Dates) for the Fourth RBC Supplemental Confirmation, to RBC (such Share number, "Subject Number") based on the average market price of the Shares determined as described below or (ii) an amount of cash equivalent to the value of such Shares.

 

 

 

 

The number of Shares (or, at QH Hungary’s option, the cash equivalent) to be delivered to the applicable bank on each Settlement Date is to be determined as follows: (a) if the volume-weighted average price per Share on the relevant valuation date, as reasonably determined by the applicable bank by reference to the Bloomberg Page "KWR <equity> AQR <Go>" (or any successor page thereto) (provided that, if such price is not so reported for any reason or is, in the applicable bank's reasonable discretion, erroneous, a price determined by the applicable bank in good faith and a commercially reasonable manner) (the "Settlement Price") is equal to or less than $199.7500 per Share (or, in the case of each Tranche 2, $184.2694 per Share) (the "Forward Floor Price"), QH Hungary will deliver to the applicable bank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $219.7250 per Share (or, in the case of each Tranche 2, $202.6963 per Share) (the "Forward Cap Price"), QH Hungary will deliver to the applicable bank a number of Shares equal to the Subject Number multiplied by a fraction, the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, QH Hungary will deliver to the applicable bank a number of Shares equal to the product of (i) the Subject Number and (ii) a fraction (A) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (B) the denominator of which is the Settlement Price.

 

Item 7. Material to be Filed as Exhibits.

   
Exhibit 99.1 Fourth Amended and Restated Supplemental Confirmation No. 2, dated March 6, 2023, by and among QH Hungary Holdings Limited and Citibank, N.A.

 

Exhibit 99.2 Second Amended and Restated Supplemental Confirmation No. 4, dated March 6, 2023, by and among QH Hungary Holdings Limited and Citibank, N.A.

 

Exhibit 99.3 Fourth Amended and Restated Supplemental Confirmation No. 1, dated March 6, 2023, by and among QH Hungary Holdings Limited and Royal Bank of Canada.
   
Exhibit 99.4 Second Amended and Restated Supplemental Confirmation No. 2, dated March 6, 2023, by and among QH Hungary Holdings Limited and Royal Bank of Canada.
   
Exhibit 99.5 Second Amended and Restated Supplemental Confirmation No. 4, dated March 6, 2023, by and among QH Hungary Holdings Limited and Royal Bank of Canada.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated March 8, 2023

 

  GULF HUNGARY HOLDING KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG
     
     
  By: /s/ Judit Rozsa
    Name: Judit Rozsa
    Title: Managing Director
     
     
  By: /s/ Michael Kelleher
    Name: Michael Kelleher
    Title: Director
     
  QH HUNGARY HOLDINGS LIMITED
     
     
  By: /s/ Judit Rozsa
    Name: Judit Rozsa
    Title: Managing Director
     
     
  By: /s/ Michael Kelleher
    Name: Michael Kelleher
    Title: Director

 

 

 

Exhibit 99.1

 

Execution Version

 

FOURTH AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 2

 

Date: March 6, 2023
   
To: QH Hungary Holdings Limited
  BAH Center | 2 Furj street, Building B, Ground fl.
  1124 Budapest, Hungary
  Attn: Balazs Horvath Dr
  T: +36 1 646 4638
  Email: balazs.horvath@bekespartners.com, rozsa.juci@gmail.com
   
From: Citibank, N.A.
Fax No.: 212-615-8985

 

Reference Number: To be advised.

 

The purpose of this Fourth Amended and Restated Supplemental Confirmation is to amend and restate the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) on May 26, 2020 (the “Original Transaction”). This Fourth Amended and Restated Supplemental Confirmation, dated March 6, 2023, amends and restates in its entirety the Third Amended and Restated Supplemental Confirmation, dated August 10, 2022, which amended and restated in its entirety the Second Amended and Restated Supplemental Confirmation, dated November 24, 2021, which amended and restated in its entirety the Amended and Restated Supplemental Confirmation, dated March 9, 2021, which amended and restated in its entirety the Supplemental Confirmation, dated May 26, 2020 (the “Original Supplemental Confirmation”), as is subject to the Master Confirmation specified below. Each party repeats to the other party the representations and warranties set forth in the Master Confirmation and in the Agreement (as defined in the Master Confirmation) (as if the Amendment and Restatement Date, the Second Amendment and Restatement Date, the Third Amendment and Restatement Date and the Fourth Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Fourth Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Fourth Amendment and Restatement Date for the Transaction referenced below.

 

1.       This Fourth Amended and Restated 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 19, 2020 between Dealer 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 Fourth Amended and Restated 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 Fourth Amended and Restated Supplemental Confirmation relates are as follows:

 

Trade Date: May 26, 2020
Fourth Amendment and Restatement Date: March 6, 2023
Third Amendment and Restatement Date: August 10, 2022
Second Amendment and Restatement Date: November 24, 2021
Amendment and Restatement Date: March 9, 2021
Prepayment Amount: USD 23,825,731.45
Prepayment Date: The first Currency Business Day on which all of the conditions specified in Section 4 of the Master Confirmation are satisfied or waived by Dealer and Counterparty satisfied its obligations under Section 6(d) of the Master Confirmation; provided that, if such conditions are first all satisfied or waived after 3:00 p.m., New York time, on a Currency Business Day, the Prepayment Date shall be the next following Currency Business Day.

 

 

 

 

First Amendment Payment Amount: USD 858,164. Counterparty agrees to pay Dealer the First Amendment Payment Amount on the First Amendment Payment Date. For the avoidance of doubt, the First Amendment Payment Amount shall be netted against Dealer’s obligations to pay Counterparty the aggregate “Prepayment Amounts” under the March 2021 New Transactions.
First Amendment Payment Date: The “Prepayment Date” for the two Transactions under the Master Confirmation, each with a “Trade Date” that falls on the Amendment and Restatement Date (the “March 2021 New Transactions”).
Second Amendment Payment Amount: USD 641,983.69. Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date. For the avoidance of doubt, the Second Amendment Payment Amount shall be netted against Dealer’s obligations to pay Counterparty the aggregate “First Amendment Payment Amount” under the A&R Supplemental Confirmation No. 1.
Second Amendment Payment Date: The “First Amendment Payment Date” for the Transaction under the Master Confirmation, with a “Trade Date” of May 19, 2020 and an “Amendment and Restatement Date” that falls on the Second Amendment and Restatement Date (the “A&R Supplemental Confirmation No. 1”).
Third Amendment Payment Amount: USD 355,091.19.  Counterparty agrees to pay Dealer the Third Amendment Payment Amount on the Third Amendment Payment Date.
Third Amendment Payment Date: The second Currency Business Day following the Third Amendment and Restatement Date.
Fourth Amendment Payment Amount: USD 1,607,300.23. Counterparty agrees to pay Dealer the Fourth Amendment Payment Amount on the Fourth Amendment Payment Date.
Fourth Amendment Payment Date: The second Currency Business Day following the Fourth Amendment and Restatement Date.
Tranche 2 Initial Share Price: USD 184.2694
Fourth Amendment Reference Price: USD 199.7500
Tranche 1 Forward Floor Price: USD 199.7500
Tranche 2 Forward Floor Price: USD 184.2694
Tranche 1 Forward Cap Price: USD 219.7250
Tranche 2 Forward Cap Price: USD 202.6963
Tranche 1 Final Disruption Date: February 21, 2025
Tranche 2 Final Disruption Date: August 20, 2024
Tranche 1 Contractual Dividend: USD 0.435 per quarter
Tranche 2 Contractual Dividend: USD 0.435 per quarter

 

 

 

 

For each Tranche and Component of the Transaction, the Number of Shares and the Scheduled Valuation Date are as set forth below.

 

TRANCHE 1

 

Component Number Number of Shares Scheduled Valuation Date
1            1,750 11/25/2024
2            1,750 11/26/2024
3            1,750 11/27/2024
4            1,750 12/2/2024
5            1,750 12/3/2024
6            1,750 12/4/2024
7            1,750 12/5/2024
8            1,750 12/6/2024
9            1,750 12/9/2024
10           1,750 12/10/2024
11           1,750 12/11/2024
12           1,750 12/12/2024
13           1,750 12/13/2024
14           1,750 12/16/2024
15           1,750 12/17/2024
16           1,750 12/18/2024
17           1,750 12/19/2024
18           1,750 12/20/2024
19           1,750 12/23/2024
20           1,750 12/26/2024
21           1,750 12/27/2024
22           1,750 12/30/2024
23           1,750 12/31/2024
24           1,750 1/2/2025
25           1,750 1/3/2025
26           1,750 1/6/2025
27           1,750 1/7/2025
28           1,750 1/8/2025
29           1,750 1/9/2025
30           1,750 1/10/2025
31           1,750 1/13/2025
32           1,750 1/14/2025

 

 

 

 

33           1,750 1/15/2025
34           1,750 1/16/2025
35           1,750 1/17/2025
36           1,750 1/21/2025
37           1,750 1/22/2025
38           1,750 1/23/2025
39           1,750 1/24/2025
40           1,750 1/27/2025
41           1,750 1/28/2025
42           1,750 1/29/2025
43           1,750 1/30/2025
44           1,750 1/31/2025
45           1,750 2/3/2025
46           1,750 2/4/2025
47           1,750 2/5/2025
48           1,750 2/6/2025
49           1,750 2/7/2025
50           1,750 2/10/2025

  

TRANCHE 2

 

Component Number Number of Shares Scheduled Valuation Date
1 350 5/28/2024
2 350 5/29/2024
3 350 5/30/2024
4 350 5/31/2024
5 350 6/3/2024
6 350 6/4/2024
7 350 6/5/2024
8 350 6/6/2024
9 350 6/7/2024
10 350 6/10/2024
11 350 6/11/2024
12 350 6/12/2024

 

 

 

 

13 350 6/13/2024
14 350 6/14/2024
15 350 6/17/2024
16 350 6/18/2024
17 350 6/20/2024
18 350 6/21/2024
19 350 6/24/2024
20 350 6/25/2024
21 350 6/26/2024
22 350 6/27/2024
23 350 6/28/2024
24 350 7/1/2024
25 350 7/2/2024
26 350 7/5/2024
27 350 7/8/2024
28 350 7/9/2024
29 350 7/10/2024
30 350 7/11/2024
31 351 7/12/2024
32 351 7/15/2024
33 350 7/16/2024
34 350 7/17/2024
35 350 7/18/2024
36 350 7/19/2024
37 350 7/22/2024
38 350 7/23/2024
39 350 7/24/2024
40 350 7/25/2024
41 350 7/26/2024
42 350 7/29/2024
43 350 7/30/2024

 

 

 

 

44 350 7/31/2024
45 350 8/1/2024
46 350 8/2/2024
47 350 8/5/2024
48 350 8/6/2024
49 350 8/7/2024
50 350 8/8/2024

 

Dealer represents, warrants and covenants to Counterparty that any and all sales of Shares in connection with establishing Dealer’s initial Hedge Positions with respect to the Original Transaction have been made in compliance with and in accordance with the manner-of-sale conditions described in Rule 144(f) and (g) under the Securities Act (as interpreted by the Interpretive Letters).

 

3.       Section 9(c)(vii) of the Master Confirmation is hereby amended by replacing the words “Section 11” with the words “Section 13(c)”.

 

4.       The Transaction shall be divided into two individual Tranches, and each Tranche shall be divided into the number of Components set forth above, each with the terms set forth in the Master Confirmation and this Supplemental Confirmation; provided that for the purposes of “Settlement Terms” under the Master Confirmation, each reference to “Transaction” therein shall be deemed to mean “Tranche”.

 

 

 

 

Counterparty hereby agrees (a) to check this Fourth Amended and Restated 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 Fourth Amended and Restated Supplemental Confirmation relates by manually signing this Fourth Amended and Restated 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,
     
    CITIBANK, N.A.
     
    By:  /s/ Eric Natelson
      Authorized Representative
     
     
Confirmed as of the date first above written:    
     
QH HUNGARY HOLDINGS LIMITED    
     
By: /s/ Judit Rozsa    
  Name:  Judit Rozsa    
  Title: Managing Director      

 

[Signature Page to 4th A&R Supplemental Confirmation No. 2 (Citi)]

 

 

 

 

 

 

Exhibit 99.2

 

Execution Version

 

SECOND AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 4

 

Date: March 6, 2023
   
To: QH Hungary Holdings Limited
  BAH Center | 2 Furj street, Building B, Ground fl.
  1124 Budapest, Hungary
  Attn: Balazs Horvath Dr
  T: +36 1 646 4638
  Email: balazs.horvath@bekespartners.com, rozsa.juci@gmail.com
   
From: Citibank, N.A.
Fax No.: 212-615-8985
   
Reference Number: To be advised.

 

The purpose of this Second Amended and Restated Supplemental Confirmation is to amend and restate the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) on March 9, 2021 (the “Original Transaction”). This Second Amended and Restated Supplemental Confirmation, dated March 6, 2023, amends and restates in its entirety the Amended and Restated Supplemental Confirmation, dated November 24, 2021, which amended and restated in its entirety the Supplemental Confirmation, dated March 9, 2021 (the “Original Supplemental Confirmation”), as is subject to the Master Confirmation specified below. Each party repeats to the other party the representations and warranties set forth in the Master Confirmation and in the Agreement (as defined in the Master Confirmation) (as if the Amendment and Restatement Date and the Second Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Second Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Second Amendment and Restatement Date for the Transaction referenced below.

 

1.       This Second Amended and Restated 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 19, 2020 between Dealer 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 Second Amended and Restated 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 Second Amended and Restated Supplemental Confirmation relates are as follows:

 

Trade Date: March 9, 2021
Second Amendment and Restatement Date: March 6, 2023
Amendment and Restatement Date: November 24, 2021
Prepayment Amount: USD 21,148,410.00
Prepayment Date: The first Currency Business Day on which all of the conditions specified in Section 4 of the Master Confirmation are satisfied or waived by Dealer and Counterparty satisfied its obligations under Section 6(d) of the Master Confirmation; provided that, if such conditions are first all satisfied or waived after 3:00 p.m., New York time, on a Currency Business Day, the Prepayment Date shall be the next following Currency Business Day.
First Amendment Payment Amount: USD 723,746.74. Counterparty agrees to pay Dealer the First Amendment Payment Amount on the First Amendment Payment Date. For the avoidance of doubt, the First Amendment Payment Amount shall be netted against Dealer’s obligations to pay Counterparty the “First Amendment Payment Amount” under the A&R Supplemental Confirmation No. 1.

 

 

 

 

First Amendment Payment Date: The “First Amendment Payment Date” for the Transaction under the Master Confirmation, with a “Trade Date” of May 19, 2020 and an “Amendment and Restatement Date” that falls on the Amendment and Restatement Date (the “A&R Supplemental Confirmation No. 1”).

 

Second Amendment Payment Amount: USD 1,812,005.99.  Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date.
Second Amendment Payment Date: The second Currency Business Day following the Second Amendment and Restatement Date.
Second Amendment Reference Price: USD 199.7500
Forward Floor Price: USD 199.7500
Forward Cap Price: USD 219.7250
Final Disruption Date: February 21, 2025
Contractual Dividend: USD 0.435 per quarter

 

For each Component of the Transaction, the Number of Shares and the Scheduled Valuation Date are as set forth below.

 

Component Number Number of Shares Scheduled Valuation Date
1            1,973 11/25/2024
2            1,973 11/26/2024
3            1,973 11/27/2024
4            1,973 12/2/2024
5            1,973 12/3/2024
6            1,973 12/4/2024
7            1,973 12/5/2024
8            1,973 12/6/2024
9            1,973 12/9/2024
10           1,973 12/10/2024
11           1,973 12/11/2024
12           1,973 12/12/2024
13           1,973 12/13/2024
14           1,973 12/16/2024
15           1,973 12/17/2024
16           1,973 12/18/2024
17           1,973 12/19/2024
18           1,973 12/20/2024

 

 

 

 

19           1,973 12/23/2024
20           1,973 12/26/2024
21           1,973 12/27/2024
22           1,973 12/30/2024
23           1,973 12/31/2024
24           1,973 1/2/2025
25           1,973 1/3/2025
26           1,973 1/6/2025
27           1,973 1/7/2025
28           1,973 1/8/2025
29           1,973 1/9/2025
30           1,973 1/10/2025
31           1,973 1/13/2025
32           1,973 1/14/2025
33           1,973 1/15/2025
34           1,973 1/16/2025
35           1,973 1/17/2025
36           1,973 1/21/2025
37           1,973 1/22/2025
38           1,973 1/23/2025
39           1,973 1/24/2025
40           1,973 1/27/2025
41           1,973 1/28/2025
42           1,973 1/29/2025
43           1,973 1/30/2025
44           1,973 1/31/2025
45           1,972 2/3/2025
46           1,972 2/4/2025
47           1,972 2/5/2025
48           1,972 2/6/2025
49           1,972 2/7/2025
50           1,972 2/10/2025

 

 

Dealer represents, warrants and covenants to Counterparty that any and all sales of Shares in connection with establishing Dealer’s initial Hedge Positions with respect to the Original Transaction have been made in compliance with and in accordance with the manner-of-sale conditions described in Rule 144(f) and (g) under the Securities Act (as interpreted by the Interpretive Letters).

 

 

 

 

Counterparty hereby agrees (a) to check this Second Amended and Restated 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 Second Amended and Restated Supplemental Confirmation relates by manually signing this Second Amended and Restated 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,
     
    CITIBANK, N.A.
     
    By:  /s/ Eric Natelson
      Authorized Representative
     
     
Confirmed as of the date first above written:    
     
QH HUNGARY HOLDINGS LIMITED    
     
By: /s/ Judit Rozsa    
  Name:  Judit Rozsa    
  Title: Managing Director      

 

[Signature Page to 2nd A&R Supplemental Confirmation No. 4 (Citi)]

 

 

 

 

 

Exhibit 99.3

 

Execution Version

 

FOURTH AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 1

 

Date: March 6, 2023
   
To: QH Hungary Holdings Limited
  BAH Center | 2 Furj street, Building B, Ground fl.
  1124 Budapest, Hungary
  Attn: Balazs Horvath Dr
  T: +36 1 646 4638
  Email: balazs.horvath@bekespartners.com, rozsa.juci@gmail.com
   
From: Royal Bank of Canada
   
Reference Number: To be advised.

 

The purpose of this Fourth Amended and Restated Supplemental Confirmation is to amend and restate the terms and conditions of the Transaction entered into between Royal Bank of Canada (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) on May 26, 2020 (the “Original Transaction”). This Fourth Amended and Restated Supplemental Confirmation, dated March 6, 2023, amends and restates in its entirety the Third Amended and Restated Supplemental Confirmation, dated August 10, 2022, which amended and restated in its entirety the Second Amended and Restated Supplemental Confirmation, dated November 24, 2021, which amended and restated in its entirety the Amended and Restated Supplemental Confirmation, dated March 9, 2021, which amended and restated in its entirety the Supplemental Confirmation, dated May 26, 2020 (the “Original Supplemental Confirmation”), as is subject to the Master Confirmation specified below. Each party repeats to the other party the representations and warranties set forth in the Master Confirmation and in the Agreement (as defined in the Master Confirmation) (as if the Amendment and Restatement Date, the Second Amendment and Restatement Date, the Third Amendment and Restatement Date and the Fourth Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Fourth Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Fourth Amendment and Restatement Date for the Transaction referenced below.

 

1.       This Fourth Amended and Restated 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 26, 2020 between Dealer 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 Fourth Amended and Restated 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 Fourth Amended and Restated Supplemental Confirmation relates are as follows:

 

Trade Date: May 26, 2020
Fourth Amendment and Restatement Date: March 6, 2023
Third Amendment and Restatement Date: August 10, 2022
Second Amendment and Restatement Date: November 24, 2021
Amendment and Restatement Date: March 9, 2021
Prepayment Amount: USD 23,825,731.45
Prepayment Date: The first Currency Business Day on which all of the conditions specified in Section 4 of the Master Confirmation are satisfied or waived by Dealer and Counterparty satisfied its obligations under Section 6(d) of the Master Confirmation; provided that, if such conditions are first all satisfied or waived after 3:00 p.m., New York time, on a Currency Business Day, the Prepayment Date shall be the next following Currency Business Day.

 

 

 

 

First Amendment Payment Amount: USD 858,164. Counterparty agrees to pay Dealer the First Amendment Payment Amount on the First Amendment Payment Date. For the avoidance of doubt, the First Amendment Payment Amount shall be netted against Dealer’s obligations to pay Counterparty the aggregate “Prepayment Amounts” under the March 2021 New Transactions.
First Amendment Payment Date: The “Prepayment Date” for the two Transactions under the Master Confirmation, each with a “Trade Date” that falls on the Amendment and Restatement Date (the “March 2021 New Transactions”).
Second Amendment Payment Amount: USD 641,983.70. Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date.
Second Amendment Payment Date: The second Currency Business Day following the Second Amendment and Restatement Date.
Third Amendment Payment Amount: USD 355,091.17. Counterparty agrees to pay Dealer the Third Amendment Payment Amount on the Third Amendment Payment Date.
Third Amendment Payment Date: The second Currency Business Day following the Third Amendment and Restatement Date.
Fourth Amendment Payment Amount: USD 1,607,300.23.  Counterparty agrees to pay Dealer the Fourth Amendment Payment Amount on the Fourth Amendment Payment Date.
Fourth Amendment Payment Date: The second Currency Business Day following the Fourth Amendment and Restatement Date.
Tranche 2 Initial Share Price: USD 184.2694
Fourth Amendment Reference Price: USD 199.7500
Tranche 1 Forward Floor Price: USD 199.7500
Tranche 2 Forward Floor Price: USD 184.2694
Tranche 1 Forward Cap Price: USD 219.7250
Tranche 2 Forward Cap Price: USD 202.6963
Tranche 1 Final Disruption Date: February 21, 2025
Tranche 2 Final Disruption Date: August 20, 2024
Tranche 1 Contractual Dividend: USD 0.435 per quarter
Tranche 2 Contractual Dividend: USD 0.435 per quarter

 

 

 

 

For each Tranche and Component of the Transaction, the Number of Shares and the Scheduled Valuation Date are as set forth below.

 

TRANCHE 1

 

Component Number Number of Shares Scheduled Valuation Date
1            1,750 11/25/2024
2            1,750 11/26/2024
3            1,750 11/27/2024
4            1,750 12/2/2024
5            1,750 12/3/2024
6            1,750 12/4/2024
7            1,750 12/5/2024
8            1,750 12/6/2024
9            1,750 12/9/2024
10           1,750 12/10/2024
11           1,750 12/11/2024
12           1,750 12/12/2024
13           1,750 12/13/2024
14           1,750 12/16/2024
15           1,750 12/17/2024
16           1,750 12/18/2024
17           1,750 12/19/2024
18           1,750 12/20/2024
19           1,750 12/23/2024
20           1,750 12/26/2024
21           1,750 12/27/2024
22           1,750 12/30/2024
23           1,750 12/31/2024
24           1,750 1/2/2025
25           1,750 1/3/2025
26           1,750 1/6/2025
27           1,750 1/7/2025
28           1,750 1/8/2025
29           1,750 1/9/2025
30           1,750 1/10/2025
31           1,750 1/13/2025
32           1,750 1/14/2025
33           1,750 1/15/2025
34           1,750 1/16/2025
35           1,750 1/17/2025
36           1,750 1/21/2025
37           1,750 1/22/2025
38           1,750 1/23/2025

 

 

 

 

39           1,750 1/24/2025
40           1,750 1/27/2025
41           1,750 1/28/2025
42           1,750 1/29/2025
43           1,750 1/30/2025
44           1,750 1/31/2025
45           1,750 2/3/2025
46           1,750 2/4/2025
47           1,750 2/5/2025
48           1,750 2/6/2025
49           1,750 2/7/2025
50           1,750 2/10/2025

  

TRANCHE 2

 

Component Number Number of Shares Scheduled Valuation Date
1 350 5/28/2024
2 350 5/29/2024
3 350 5/30/2024
4 350 5/31/2024
5 350 6/3/2024
6 350 6/4/2024
7 350 6/5/2024
8 350 6/6/2024
9 350 6/7/2024
10 350 6/10/2024
11 350 6/11/2024
12 350 6/12/2024
13 350 6/13/2024
14 350 6/14/2024
15 350 6/17/2024
16 350 6/18/2024
17 350 6/20/2024
18 350 6/21/2024
19 350 6/24/2024
20 350 6/25/2024
21 350 6/26/2024
22 350 6/27/2024
23 350 6/28/2024
24 350 7/1/2024
25 350 7/2/2024
26 350 7/5/2024
27 350 7/8/2024
28 350 7/9/2024
29 350 7/10/2024
30 350 7/11/2024
31 351 7/12/2024
32 351 7/15/2024

 

 

 

 

33 350 7/16/2024
34 350 7/17/2024
35 350 7/18/2024
36 350 7/19/2024
37 350 7/22/2024
38 350 7/23/2024
39 350 7/24/2024
40 350 7/25/2024
41 350 7/26/2024
42 350 7/29/2024
43 350 7/30/2024
44 350 7/31/2024
45 350 8/1/2024
46 350 8/2/2024
47 350 8/5/2024
48 350 8/6/2024
49 350 8/7/2024
50 350 8/8/2024

 

 

Dealer represents, warrants and covenants to Counterparty that any and all sales of Shares in connection with establishing Dealer’s initial Hedge Positions with respect to the Original Transaction have been made in compliance with and in accordance with the manner-of-sale conditions described in Rule 144(f) and (g) under the Securities Act (as interpreted by the Interpretive Letters).

 

4.       The Transaction shall be divided into two individual Tranches, and each Tranche shall be divided into the number of Components set forth above, each with the terms set forth in the Master Confirmation and this Supplemental Confirmation; provided that for the purposes of “Settlement Terms” under the Master Confirmation, each reference to “Transaction” therein shall be deemed to mean “Tranche”.

 

 

 

 

Counterparty hereby agrees (a) to check this Fourth Amended and Restated 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 Fourth Amended and Restated Supplemental Confirmation relates by manually signing this Fourth Amended and Restated 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,
     
    ROYAL BANK OF CANADA
     
    By:  /s/ Dawn Laabs
      Authorized Representative
     
     
Confirmed as of the date first above written:    
     
QH HUNGARY HOLDINGS LIMITED    
     
By: /s/ Judit Rozsa    
  Name:  Judit Rozsa    
  Title: Managing Director      

 

[Signature Page to 4th A&R Supplemental Confirmation No. 1 (RBC)]

 

 


 

 

 

 

 

 

 

Exhibit 99.4

 

Execution Version 

 

SECOND AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 2

 

Date: March 6, 2023
   
To: QH Hungary Holdings Limited
  BAH Center | 2 Furj street, Building B, Ground fl.
  1124 Budapest, Hungary
  Attn: Balazs Horvath Dr
  T: +36 1 646 4638
  Email: balazs.horvath@bekespartners.com, rozsa.juci@gmail.com
   
From: Royal Bank of Canada
   
Reference Number: To be advised.

 

The purpose of this Second Amended and Restated Supplemental Confirmation is to amend and restate the terms and conditions of the Transaction entered into between Royal Bank of Canada (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) on March 9, 2021 (the “Original Transaction”). This Second Amended and Restated Supplemental Confirmation, dated March 6, 2023, amends and restates in its entirety the Amended and Restated Supplemental Confirmation, dated November 24, 2021, which amended and restated in its entirety the Supplemental Confirmation, dated March 9, 2021 (the “Original Supplemental Confirmation”), as is subject to the Master Confirmation specified below. Each party repeats to the other party the representations and warranties set forth in the Master Confirmation and in the Agreement (as defined in the Master Confirmation) (as if the Amendment and Restatement Date and the Second Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Second Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Second Amendment and Restatement Date for the Transaction referenced below.

 

1.       This Second Amended and Restated 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 26, 2020 between Dealer 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 Second Amended and Restated 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 Second Amended and Restated Supplemental Confirmation relates are as follows:

 

Trade Date: March 9, 2021
Second Amendment and Restatement Date: March 6, 2023
Amendment and Restatement Date: November 24, 2021
Prepayment Amount: USD 9,195,026.00
Prepayment Date: The first Currency Business Day on which all of the conditions specified in Section 4 of the Master Confirmation are satisfied or waived by Dealer and Counterparty satisfied its obligations under Section 6(d) of the Master Confirmation; provided that, if such conditions are first all satisfied or waived after 3:00 p.m., New York time, on a Currency Business Day, the Prepayment Date shall be the next following Currency Business Day.

 

 

 

 

First Amendment Payment Amount: USD 314,674.73. Counterparty agrees to pay Dealer the First Amendment Payment Amount on the First Amendment Payment Date.
First Amendment Payment Date: The second Currency Business Day following the Amendment and Restatement Date.
Second Amendment Payment Amount: USD 787,834.29.  Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date.
Second Amendment Payment Date: The second Currency Business Day following the Second Amendment and Restatement Date.
Second Amendment Reference Price: USD 199.7500
Forward Floor Price: USD 199.7500
Forward Cap Price: USD 219.7250
Final Disruption Date: February 21, 2025
Contractual Dividend: USD 0.435 per quarter

 

For each Component of the Transaction, the Number of Shares and the Scheduled Valuation Date are as set forth below.

 

Component Number Number of Shares Scheduled Valuation Date
1            858 11/25/2024
2            858 11/26/2024
3            858 11/27/2024
4            858 12/2/2024
5            858 12/3/2024
6            858 12/4/2024
7            858 12/5/2024
8            858 12/6/2024
9            858 12/9/2024
10           858 12/10/2024
11           858 12/11/2024
12           858 12/12/2024
13           858 12/13/2024
14           858 12/16/2024
15           858 12/17/2024
16           858 12/18/2024
17           858 12/19/2024
18           858 12/20/2024
19           858 12/23/2024
20           858 12/26/2024

 

 

 

 

21           858 12/27/2024
22           858 12/30/2024
23           858 12/31/2024
24           858 1/2/2025
25           858 1/3/2025
26           858 1/6/2025
27           858 1/7/2025
28           858 1/8/2025
29           858 1/9/2025
30           858 1/10/2025
31           858 1/13/2025
32           858 1/14/2025
33           858 1/15/2025
34           858 1/16/2025
35           858 1/17/2025
36           858 1/21/2025
37           858 1/22/2025
38           858 1/23/2025
39           858 1/24/2025
40           857 1/27/2025
41           857 1/28/2025
42           857 1/29/2025
43           857 1/30/2025
44           857 1/31/2025
45           857 2/3/2025
46           857 2/4/2025
47           857 2/5/2025
48           857 2/6/2025
49           857 2/7/2025
50           857 2/10/2025

 

Dealer represents, warrants and covenants to Counterparty that any and all sales of Shares in connection with establishing Dealer’s initial Hedge Positions with respect to the Original Transaction have been made in compliance with and in accordance with the manner-of-sale conditions described in Rule 144(f) and (g) under the Securities Act (as interpreted by the Interpretive Letters).

 

 

 

 

Counterparty hereby agrees (a) to check this Second Amended and Restated 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 Second Amended and Restated Supplemental Confirmation relates by manually signing this Second Amended and Restated 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,
     
    ROYAL BANK OF CANADA
     
    By:  /s/ Dawn Laabs
      Authorized Representative
     
     
Confirmed as of the date first above written:    
     
QH HUNGARY HOLDINGS LIMITED    
     
By: /s/ Judit Rozsa    
  Name:  Judit Rozsa    
  Title: Managing Director      

 

[Signature Page to 2nd A&R Supplemental Confirmation No. 2 (RBC)]

 

 

 

 

 

 

 

 

Exhibit 99.5

 

Execution Version 

  

SECOND AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 4

 

Date: March 6, 2023
   
To: QH Hungary Holdings Limited
  BAH Center | 2 Furj street, Building B, Ground fl.
  1124 Budapest, Hungary
  Attn: Balazs Horvath Dr
  T: +36 1 646 4638
  Email: balazs.horvath@bekespartners.com, rozsa.juci@gmail.com
   
From: Royal Bank of Canada
   
Reference Number: To be advised.

  

The purpose of this Second Amended and Restated Supplemental Confirmation is to amend and restate the terms and conditions of the Transaction originally entered into between JPMorgan Chase Bank, National Association (“JPM”) and QH Hungary Holdings Limited (“Counterparty”) on March 9, 2021 (the “Original Transaction”), which has been novated to Royal Bank of Canada (“Dealer”) pursuant to the novation agreement, dated November 24, 2021, entered into between JPM, Dealer and Counterparty. This Second Amended and Restated Supplemental Confirmation, dated March 6, 2023, amends and restates in its entirety the Amended and Restated Supplemental Confirmation, dated November 24, 2021, entered into between Dealer and Counterparty, which amended and restated in its entirety the Supplemental Confirmation, dated March 9, 2021, originally entered into between JPM and Counterparty and subsequently novated from JPM to Dealer (the “Original Supplemental Confirmation”), as is subject to the Master Confirmation specified below. Each party repeats to the other party the representations and warranties set forth in the Master Confirmation and in the Agreement (as defined in the Master Confirmation) (as if the Amendment and Restatement Date and the Second Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Second Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Second Amendment and Restatement Date for the Transaction referenced below.

 

1.       This Second Amended and Restated 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 26, 2020 between Dealer 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 Second Amended and Restated 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 Second Amended and Restated Supplemental Confirmation relates are as follows:

 

Trade Date: March 9, 2021
Second Amendment and Restatement Date: March 6, 2023
Amendment and Restatement Date: November 24, 2021
Prepayment Amount: USD 11,034,074.00
Prepayment Date: The first Currency Business Day on which all of the conditions specified in Section 4 of the Master Confirmation are satisfied or waived by Dealer and Counterparty satisfied its obligations under Section 6(d) of the Master Confirmation; provided that, if such conditions are first all satisfied or waived after 3:00 p.m., New York time, on a Currency Business Day, the Prepayment Date shall be the next following Currency Business Day.

 

 

 

 

First Amendment Payment Amount: USD 377,611.14. Counterparty agrees to pay Dealer the First Amendment Payment Amount on the First Amendment Payment Date.
First Amendment Payment Date: The second Currency Business Day following the Amendment and Restatement Date.
Second Amendment Payment Amount: USD 945,404.81.  Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date.
Second Amendment Payment Date: The second Currency Business Day following the Second Amendment and Restatement Date.
Second Amendment Reference Price: USD 199.7500
Forward Floor Price: USD 199.7500
Forward Cap Price: USD 219.7250
Final Disruption Date: February 21, 2025
Contractual Dividend: USD 0.435 per quarter

 

For each Component of the Transaction, the Number of Shares and the Scheduled Valuation Date are as set forth below.

 

Component Number Number of Shares Scheduled Valuation Date
1            1,030 11/25/2024
2            1,030 11/26/2024
3            1,030 11/27/2024
4            1,030 12/2/2024
5            1,030 12/3/2024
6            1,030 12/4/2024
7            1,030 12/5/2024
8            1,030 12/6/2024
9            1,030 12/9/2024
10           1,030 12/10/2024
11           1,030 12/11/2024
12           1,030 12/12/2024
13           1,030 12/13/2024
14           1,030 12/16/2024
15           1,030 12/17/2024
16           1,030 12/18/2024
17           1,030 12/19/2024
18           1,029 12/20/2024
19           1,029 12/23/2024
20           1,029 12/26/2024

 

 

 

 

21           1,029 12/27/2024
22           1,029 12/30/2024
23           1,029 12/31/2024
24           1,029 1/2/2025
25           1,029 1/3/2025
26           1,029 1/6/2025
27           1,029 1/7/2025
28           1,029 1/8/2025
29           1,029 1/9/2025
30           1,029 1/10/2025
31           1,029 1/13/2025
32           1,029 1/14/2025
33           1,029 1/15/2025
34           1,029 1/16/2025
35           1,029 1/17/2025
36           1,029 1/21/2025
37           1,029 1/22/2025
38           1,029 1/23/2025
39           1,029 1/24/2025
40           1,029 1/27/2025
41           1,029 1/28/2025
42           1,029 1/29/2025
43           1,029 1/30/2025
44           1,029 1/31/2025
45           1,029 2/3/2025
46           1,029 2/4/2025
47           1,029 2/5/2025
48           1,029 2/6/2025
49           1,029 2/7/2025
50           1,029 2/10/2025

 

 

 

 

Counterparty hereby agrees (a) to check this Second Amended and Restated 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 Second Amended and Restated Supplemental Confirmation relates by manually signing this Second Amended and Restated 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,
     
    ROYAL BANK OF CANADA
     
    By:  /s/ Dawn Laabs
      Authorized Representative
     
     
Confirmed as of the date first above written:    
     
QH HUNGARY HOLDINGS LIMITED    
     
By: /s/ Judit Rozsa    
  Name:  Judit Rozsa    
  Title: Managing Director      

 

[Signature Page to 2nd A&R Supplemental Confirmation No. 4 (RBC)]