UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
| 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
November 22, 2024 |
| (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: 5,017(1) |
| 8. | Shared Voting Power: 4,010,112(2) | |
| 9. | Sole Dispositive Power: 5,017(1) | |
| 10. | Shared Dispositive Power: 4,010,112(2) | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 4,015,129(1)(2) | |
| 12. | Check if the
Aggregate Amount in Row (11) Excludes Certain Shares: ¨ (See Instructions) | |
| 13. | Percent of Class Represented by Amount in Row (11): 22.6%(3) | |
| 14. | Type of Reporting Person (See Instructions): OO | |
(1) Consists of 5,017 shares of Common Stock of the Issuer (“Shares”) beneficially owned by Gulf Hungary Holding Korlátolt Felelősségű Társaság (a “Reporting Person” or “Gulf Hungary”), 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 4,010,112 Shares owned directly by Gulf Hungary’s wholly-owned subsidiary QH Hungary Holdings Limited (also a “Reporting Person” or “QH Hungary”), of which:
| · | 2,123,167 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); |
| · | 1,320,874 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 (i) Supplemental Confirmation, dated May 19, 2020 and amended and restated on November 24, 2021 and November 22, 2023 (the “First Citi Supplemental Confirmation”), (ii) Supplemental Confirmation No. 2, dated May 26, 2020 and amended and restated on March 9, 2021, November 24, 2021, August 10, 2022, March 6, 2023, May 22, 2024 and November 22, 2024 (the “Second Citi Supplemental Confirmation”), (iii) Supplemental Confirmation No. 3, dated August 27, 2020 and amended and restated on August 10, 2022 and May 22, 2024 (the “Third Citi Supplemental Confirmation”), (iv) Supplemental Confirmation No. 4, dated March 9, 2021 and amended and restated on November 24, 2021 and March 6, 2023 (the “Fourth Citi Supplemental Confirmation”), (v) Supplemental Confirmation No. 5, dated March 9, 2021 and amended and restated on August 10, 2022 and May 22, 2024 (the “Fifth Citi Supplemental Confirmation”), (vi) 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, and as further amended on May 22, 2024 (the “Sixth Citi Supplemental Confirmation”), (vii) 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 and as further amended on May 22, 204 (the “Seventh Citi Supplemental Confirmation”), (viii) Supplemental Confirmation No. 8, dated May 22, 2024 (the “Eighth Citi Supplemental Confirmation”), and (ix) Supplemental Confirmation No. 9, dated November 22, 2024 (the “Ninth Citi Supplemental Confirmation”), as further described in Item 6 below. |
| · | 566,071 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 (i) Supplemental Confirmation, dated May 26, 2020 and amended and restated on March 9, 2021, November 24, 2021, August 10, 2022, March 6, 2023, May 22, 2024 and November 22, 2024 (the “First RBC Supplemental Confirmation”), (ii) Supplemental Confirmation No. 2, dated March 9, 2021 and amended and restated on November 24, 2021 and March 6, 2023 (the “Second RBC Supplemental Confirmation”), (iii) Supplemental Confirmation No. 3, dated March 9, 2021 and amended and restated on August 10, 2022 and May 22, 2024 (the “Third RBC Supplemental Confirmation”), (iv) 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 further amended and restated on March 6, 2023 (the “Fourth RBC Supplemental Confirmation”), (v) Supplemental Confirmation No. 5, dated May 22, 2024 (the “Fifth RBC Supplemental Confirmation”), (vi) Supplemental Confirmation No. 6, dated November 22, 2024 (the “Sixth RBC Supplemental Confirmation”), as further described in Item 6 below. |
(3) Based upon 17,787,813 shares of Common Stock outstanding as of October 28, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on October 31, 2024.
| 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: 4,010,112(1) | |
| 9. | Sole Dispositive Power: 0 | |
| 10. | Shared Dispositive Power: 4,010,112(1) | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 4,010,112(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): 22.5%(2) | |
| 14. | Type of Reporting Person (See Instructions): OO | |
(1) Consists of 4,010,112 Shares beneficially owned by QH Hungary, of which:
| · | 2,123,167 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; |
| · | 1,320,874 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 (i) Supplemental Confirmation, dated May 19, 2020 and amended and restated on November 24, 2021 and November 22, 2023 (the “First Citi Supplemental Confirmation”), (ii) Supplemental Confirmation No. 2, dated May 26, 2020 and amended and restated on March 9, 2021, November 24, 2021, August 10, 2022, March 6, 2023, May 22, 2024 and November 22, 2024 (the “Second Citi Supplemental Confirmation”), (iii) Supplemental Confirmation No. 3, dated August 27, 2020 and amended and restated on August 10, 2022 and May 22, 2024 (the “Third Citi Supplemental Confirmation”), (iv) Supplemental Confirmation No. 4, dated March 9, 2021 and amended and restated on November 24, 2021 and March 6, 2023 (the “Fourth Citi Supplemental Confirmation”), (v) Supplemental Confirmation No. 5, dated March 9, 2021 and amended and restated on August 10, 2022 and May 22, 2024 (the “Fifth Citi Supplemental Confirmation”), (vi) 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 and as further amended on May 22, 2024 (the “Sixth Citi Supplemental Confirmation”), (vii) 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 and as further amended on May 22, 204 (the “Seventh Citi Supplemental Confirmation”), (viii) Supplemental Confirmation No. 8, dated May 22, 2024 (the “Eighth Citi Supplemental Confirmation”), and (ix) Supplemental Confirmation No. 9, dated November 22, 2024 (the “Ninth Citi Supplemental Confirmation”), as further described in Item 6 below. |
| · | 566,071 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 (i) Supplemental Confirmation, dated May 26, 2020 and amended and restated on March 9, 2021, November 24, 2021, August 10, 2022, March 6, 2023, May 22, 2024, and November 22, 2024 (the “First RBC Supplemental Confirmation”), (ii) Supplemental Confirmation No. 2, dated March 9, 2021 and amended and restated on November 24, 2021 and March 6, 2023 (the “Second RBC Supplemental Confirmation”), (iii) Supplemental Confirmation No. 3, dated March 9, 2021 and amended and restated on August 10, 2022 and May 22, 2024 (the “Third RBC Supplemental Confirmation”), (iv) 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 further amended and restated on March 6, 2023 (the “Fourth RBC Supplemental Confirmation”), (v) Supplemental Confirmation No. 5, dated May 22, 2024 (the “Fifth RBC Supplemental Confirmation”), (vi) Supplemental Confirmation No. 6, dated November 22, 2024 (the “Sixth RBC Supplemental Confirmation”), as further described in Item 6 below. |
(2) Based upon 17,787,813 shares of Common Stock outstanding as of October 28, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13D/A
Introductory Note
This Amendment No. 19 to Schedule 13D (this “Amendment No. 19”) 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, Amendment No. 15 filed on August 12, 2022, Amendment No. 16 filed on March 8, 2023, Amendment No. 17 filed on November 27, 2023 and Amendment No. 18 filed on May 24, 2024 (together, the “Original Schedule 13D”) with the Securities and Exchange Commission (the “SEC”).
This Amendment No. 19 is being filed in relation to the following transactions all of which occurred on November 22, 2024: (i) QH Hungary and Citibank amending and restating the Second Citi Supplemental Confirmation (the “November 2024 A&R Citi Supplemental Confirmation”), (ii) QH Hungary and RBC amending and restating the First RBC Supplemental Confirmation (the “November 2024 RBC A&R Supplemental Confirmation” and, together with the November 2024 A&R Citi Supplemental Confirmation, the “November 2024 A&R Supplemental Confirmations”), (iii) QH Hungary and Citibank entering into of the Ninth Citi Supplemental Confirmation and (iv) QH Hungary and RBC entering into the Sixth RBC Supplemental Confirmation (and together with the Ninth Citi Supplemental Confirmation, the “New Supplemental Confirmations”).
In exchange for entering into the November 2024 A&R Citi Supplemental Confirmation, QH Hungary paid Citibank $624,592.91. Pursuant to the November 2024 A&R Citi Supplemental Confirmation, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to Citibank or the cash equivalent thereof, as described in more details in Item 6 below.
In exchange for entering into the November 2024 A&R RBC Supplemental Confirmation, QH Hungary paid RBC $624,592.91. Pursuant to the November 2024 A&R RBC Supplemental Confirmation, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to RBC or the cash equivalent thereof, as described in more details in Item 6 below.
In exchange for entering into the Ninth Citi Supplemental Confirmation, Citibank paid QH Hungary $41,832,900. Pursuant to the Ninth Citi Supplemental Confirmation, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to Citibank or the cash equivalent thereof, as described in more details in Item 6 below.
In exchange for entering into the Sixth RBC Supplemental Confirmation, RBC paid QH Hungary $27,888,600. Pursuant to the Sixth RBC Supplemental Confirmation, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to RBC or the cash equivalent thereof, as described in more details in Item 6 below.
After consummation of the transaction described above, QH Hungary remained the direct beneficial owner, of a total of 4,010,112 Shares and Gulf Hungary remained the indirect beneficial owner of the same 4,010,112 Shares. Gulf Hungary continues to be the direct beneficial owner of a separate 5,017 Shares. All 4,010,112 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. 19 is filed jointly by the Reporting Persons. All disclosure for items contained in the Original Schedule 13D is incorporated herein by reference, subject to being amended by the additional information provided for such item in this Amendment No. 19. 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. 19 relates to the November 2024 A&R Supplemental Confirmations and the New Supplemental Confirmations, the purpose of which is to facilitate the transactions contemplated thereby. These transactions were designed for QH Hungary to extend the settlement date in the case of the November 2024 A&R Supplemental Confirmations and, in the case of the New Supplemental Confirmations, raise financing 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. 19.
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. 19 is incorporated herein by reference. The Shares reported on this Amendment No. 19 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 17,787,813 shares of Common Stock outstanding as of October 28, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on October 31, 2024, the Shares owned by the Reporting Persons constitutes approximately 22.6% 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. 19.
(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. 19, is hereby incorporated by reference herein.
On November 22, 2024, QH Hungary entered into the November 2024 A&R Supplemental Confirmations and the New Supplemental Confirmations.
The November 2024 A&R Supplemental Confirmations
The Second Citi Supplemental Confirmation covers a maximum aggregate amount of 105,002 Shares divided into three tranches, with tranche 1 comprised of 50 components of 1,070 Shares each for a total 53,500 Shares, tranche 2 comprised of 50 components (48 components of 350 Shares each, and 2 components of 351 Shares each) for a total of 17,502 Shares and tranche 3 comprised of 75 components (50 components of 453 Shares each, and 25 components of 454 Shares each) for a total of 34,000 Shares. In exchange for amending and restating the Second Citi Supplemental Confirmation, QH Hungary paid Citibank $624,592.91.
The First RBC Supplemental Confirmation covers a maximum aggregate amount of 105,002 Shares divided into three tranches, with tranche 1 comprised of 50 components of 1,070 Shares each for a total 53,500 Shares, tranche 2 comprised of 50 components (48 components of 350 Shares each, and 2 components of 351 Shares each) for a total of 17,502 Shares and tranche 3 comprised of 75 components (50 components of 453 Shares each, and 25 components of 454 Shares each) for a total of 34,000 Shares. In exchange for amending and restating the Second Citi Supplemental Confirmation, QH Hungary paid RBC $624,592.91.
With respect to each of the November 2024 A&R Supplemental Confirmations, for each component, QH Hungary is obligated to deliver on the settlement date for such component determined based on the specified scheduled valuation date within the period from November 25, 2024 to February 10, 2025 for tranche 1, May 27, 2026 to August 6, 2026 for tranche 2 and November 30, 2026 to March 19, 2027 for tranche 3 either, at QH Hungary's option, (i) up to the maximum number of Shares of such component (such maximum number of Shares with respect to each component (the "Subject Number") based on the average market price of the Shares determined as described in the next paragraph or (ii) an amount of cash equivalent to the value of the Shares to be delivered in the preceding clause (i).
The number of Shares (or, at QH Hungary's option, the cash equivalent) to be delivered to the applicable bank on each settlement date of a component under the respective November 2024 A&R Supplemental Confirmation 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 in accordance with the applicable VPF (the "Settlement Price") is equal to or less than $199.7500 per Share in the case of tranche 1, $186.3683 per Share in the case of tranche 2 or $159.0000 per Share in the case of tranche 3 (for purposes of this paragraph only, as applicable, 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 in the case of tranche 1, $292.5982 per Share in the case of tranche 2 or $174.9000 per Share in the case of tranche 3 (for purposes of this paragraph only, as applicable, 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.
The New Supplemental Confirmations
The Ninth Citi Supplemental Confirmation covers a maximum aggregate amount of 300,000 Shares divided into 75 components of 4,000 Shares each. In exchange for entering into Ninth Citi Supplemental Confirmation, Citibank paid QH Hungary $41,832,900.
The Sixth RBC Supplemental Confirmation covers a maximum aggregate amount of 200,000 Shares divided into 75 components (25 components of 2,666 Shares each and 50 components of 2,667 Shares each). In exchange for amending and restating the Sixth RBC Supplemental Confirmation, Citibank paid QH Hungary $27,888,600.
With respect to each of the New Supplemental Confirmations, for each component thereof, QH Hungary is obligated to deliver on the settlement date for such component determined based on the specified scheduled valuation date within the period from November 30, 2026 to March 19, 2027 either, at QH Hungary's option, (i) a number Shares up to Subject Number based on the average market price of the Shares determined as described in the next paragraph or (ii) an amount of cash equivalent to the value of the Shares to be delivered in the preceding clause (i).
The number of Shares (or, at QH Hungary's option, the cash equivalent) to be delivered to the applicable bank on each settlement date of a component under the respective New Supplemental Confirmation is to be determined as follows: (a) if Settlement Price is equal to or less than $159.0000 per Share (for purposes of this paragraph only, 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 $174.9000 per Share (for purposes of this paragraph only, 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.
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 November 26, 2024
| GULF HUNGARY HOLDING KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG | |||
| By: | /s/ Judit Rozsa | ||
| Name: | Judit Rozsa | ||
| Title: | Managing Director | ||
| By: | /s/ Michael Kelleher | ||
| Name: | Michael Kelleher | ||
| Title: | Managing Director | ||
| QH HUNGARY HOLDINGS LIMITED | |||
| By: | /s/ Judit Rozsa | ||
| Name: | Judit Rozsa | ||
| Title: | Managing Director | ||
| By: | /s/ Michael Kelleher | ||
| Name: | Michael Kelleher | ||
| Title: | Managing Director | ||
Exhibit 99.1
Execution Version
SIXTH AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 2
| Date: | November 22, 2024 |
| 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 Sixth Amended and Restated Supplemental Confirmation, dated November 22, 2024, between Citibank, N.A. (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) (this “Sixth Amended and Restated Supplemental Confirmation”) is to amend and restate the terms and conditions of the Transaction (i) originally entered into between Dealer and Counterparty on May 26, 2020, evidenced by the Supplemental Confirmation, dated May 26, 2020, (ii) subsequently amended and restated in its entirety by the Amended and Restated Supplemental Confirmation, dated March 9, 2021, entered into between Dealer and Counterparty, (iii) further amended and restated in its entirety by the Second Amended and Restated Supplemental Confirmation, dated November 24, 2021, entered into between Dealer and Counterparty, (iv) further amended and restated in its entirety by the Third Amended and Restated Supplemental Confirmation, dated August 10, 2022, entered into between Dealer and Counterparty, (v) further amended and restated in its entirety by the Fourth Amended and Restated Supplemental Confirmation, dated March 6, 2023, entered into between Dealer and Counterparty and (vi) further amended and restated in its entirety by the Fifth Amended and Restated Supplemental Confirmation, dated May 22, 2024, entered into between Dealer and Counterparty, 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 Sixth Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Sixth Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Sixth Amendment and Restatement Date for the Transaction referenced below.
1. This Sixth 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 Sixth 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 Sixth Amended and Restated Supplemental Confirmation relates are as follows:
| Trade Date: | May 26, 2020 |
| Sixth Amendment and Restatement Date: | November 22, 2024 |
| 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. |
| Sixth Amendment Payment Amount: | USD 624,592.91. Counterparty agrees to pay Dealer the Sixth Amendment Payment Amount on the Sixth Amendment Payment Date. |
| Sixth Amendment Payment Date: | The first Currency Business Day following the Sixth Amendment and Restatement Date. |
| Tranche 1 Initial Share Price: | USD 199.7500 |
| Sixth Amendment Reference Price: | USD 159.0000 |
| Tranche 1 Forward Floor Price: | USD 199.7500 |
| Tranche 2 Forward Floor Price: | USD 186.3683 |
| Tranche 3 Forward Floor Price: | USD 159.0000 |
| Tranche 1 Forward Cap Price: | USD 219.7250 |
| Tranche 2 Forward Cap Price: | USD 292.5982 |
| Tranche 3 Forward Cap Price: | USD 174.9000 |
| Tranche 1 Final Disruption Date: | February 21, 2025 |
| Tranche 2 Final Disruption Date: | August 18, 2026 |
| Tranche 3 Final Disruption Date: | March 31, 2027 |
| Tranche 1 Contractual Dividend: | USD 0.435 per quarter |
| Tranche 2 Contractual Dividend: | USD 0.455 per quarter |
| Tranche 3 Contractual Dividend: | USD 0.485 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 | 1070 | 11/25/2024 |
| 2 | 1070 | 11/26/2024 |
| 3 | 1070 | 11/27/2024 |
| 4 | 1070 | 12/2/2024 |
| 5 | 1070 | 12/3/2024 |
| 6 | 1070 | 12/4/2024 |
| 7 | 1070 | 12/5/2024 |
| 8 | 1070 | 12/6/2024 |
| 9 | 1070 | 12/9/2024 |
| 10 | 1070 | 12/10/2024 |
| 11 | 1070 | 12/11/2024 |
| 12 | 1070 | 12/12/2024 |
| 13 | 1070 | 12/13/2024 |
| 14 | 1070 | 12/16/2024 |
| 15 | 1070 | 12/17/2024 |
| 16 | 1070 | 12/18/2024 |
| 17 | 1070 | 12/19/2024 |
| 18 | 1070 | 12/20/2024 |
| 19 | 1070 | 12/23/2024 |
| 20 | 1070 | 12/26/2024 |
| 21 | 1070 | 12/27/2024 |
| 22 | 1070 | 12/30/2024 |
| 23 | 1070 | 12/31/2024 |
| 24 | 1070 | 1/2/2025 |
| 25 | 1070 | 1/3/2025 |
| 26 | 1070 | 1/6/2025 |
| 27 | 1070 | 1/7/2025 |
| 28 | 1070 | 1/8/2025 |
| 29 | 1070 | 1/9/2025 |
| 30 | 1070 | 1/10/2025 |
| 31 | 1070 | 1/13/2025 |
| 32 | 1070 | 1/14/2025 |
| 33 | 1070 | 1/15/2025 |
| 34 | 1070 | 1/16/2025 |
| 35 | 1070 | 1/17/2025 |
| 36 | 1070 | 1/21/2025 |
| 37 | 1070 | 1/22/2025 |
| 38 | 1070 | 1/23/2025 |
| 39 | 1070 | 1/24/2025 |
| 40 | 1070 | 1/27/2025 |
| 41 | 1070 | 1/28/2025 |
| 42 | 1070 | 1/29/2025 |
| 43 | 1070 | 1/30/2025 |
| 44 | 1070 | 1/31/2025 |
| 45 | 1070 | 2/3/2025 |
| 46 | 1070 | 2/4/2025 |
| 47 | 1070 | 2/5/2025 |
| 48 | 1070 | 2/6/2025 |
| 49 | 1070 | 2/7/2025 |
| 50 | 1070 | 2/10/2025 |
TRANCHE 2
| Component Number | Number of Shares | Scheduled Valuation Date |
| 1 | 350 | 5/27/2026 |
| 2 | 350 | 5/28/2026 |
| 3 | 350 | 5/29/2026 |
| 4 | 350 | 6/1/2026 |
| 5 | 350 | 6/2/2026 |
| 6 | 350 | 6/3/2026 |
| 7 | 350 | 6/4/2026 |
| 8 | 350 | 6/5/2026 |
| 9 | 350 | 6/8/2026 |
| 10 | 350 | 6/9/2026 |
| 11 | 350 | 6/10/2026 |
| 12 | 350 | 6/11/2026 |
| 13 | 350 | 6/12/2026 |
| 14 | 350 | 6/15/2026 |
| 15 | 350 | 6/16/2026 |
| 16 | 350 | 6/17/2026 |
| 17 | 350 | 6/18/2026 |
| 18 | 350 | 6/22/2026 |
| 19 | 350 | 6/23/2026 |
| 20 | 350 | 6/24/2026 |
| 21 | 350 | 6/25/2026 |
| 22 | 350 | 6/26/2026 |
| 23 | 350 | 6/29/2026 |
| 24 | 350 | 6/30/2026 |
| 25 | 350 | 7/1/2026 |
| 26 | 350 | 7/2/2026 |
| 27 | 350 | 7/6/2026 |
| 28 | 350 | 7/7/2026 |
| 29 | 350 | 7/8/2026 |
| 30 | 350 | 7/9/2026 |
| 31 | 350 | 7/10/2026 |
| 32 | 350 | 7/13/2026 |
| 33 | 350 | 7/14/2026 |
| 34 | 350 | 7/15/2026 |
| 35 | 350 | 7/16/2026 |
| 36 | 350 | 7/17/2026 |
| 37 | 350 | 7/20/2026 |
| 38 | 350 | 7/21/2026 |
| 39 | 350 | 7/22/2026 |
| 40 | 350 | 7/23/2026 |
| 41 | 350 | 7/24/2026 |
| 42 | 350 | 7/27/2026 |
| 43 | 350 | 7/28/2026 |
| 44 | 350 | 7/29/2026 |
| 45 | 350 | 7/30/2026 |
| 46 | 350 | 7/31/2026 |
| 47 | 350 | 8/3/2026 |
| 48 | 350 | 8/4/2026 |
| 49 | 351 | 8/5/2026 |
| 50 | 351 | 8/6/2026 |
TRANCHE 3
| Component Number | Number of Shares | Scheduled Valuation Date |
| 1 | 453 | 11/30/2026 |
| 2 | 453 | 12/1/2026 |
| 3 | 453 | 12/2/2026 |
| 4 | 453 | 12/3/2026 |
| 5 | 453 | 12/4/2026 |
| 6 | 453 | 12/7/2026 |
| 7 | 453 | 12/8/2026 |
| 8 | 453 | 12/9/2026 |
| 9 | 453 | 12/10/2026 |
| 10 | 453 | 12/11/2026 |
| 11 | 453 | 12/14/2026 |
| 12 | 453 | 12/15/2026 |
| 13 | 453 | 12/16/2026 |
| 14 | 453 | 12/17/2026 |
| 15 | 453 | 12/18/2026 |
| 16 | 453 | 12/21/2026 |
| 17 | 453 | 12/22/2026 |
| 18 | 453 | 12/23/2026 |
| 19 | 453 | 12/28/2026 |
| 20 | 453 | 12/29/2026 |
| 21 | 453 | 12/30/2026 |
| 22 | 453 | 12/31/2026 |
| 23 | 453 | 1/4/2027 |
| 24 | 453 | 1/5/2027 |
| 25 | 453 | 1/6/2027 |
| 26 | 453 | 1/7/2027 |
| 27 | 453 | 1/8/2027 |
| 28 | 453 | 1/11/2027 |
| 29 | 453 | 1/12/2027 |
| 30 | 453 | 1/13/2027 |
| 31 | 453 | 1/14/2027 |
| 32 | 453 | 1/15/2027 |
| 33 | 453 | 1/19/2027 |
| 34 | 453 | 1/20/2027 |
| 35 | 453 | 1/21/2027 |
| 36 | 453 | 1/22/2027 |
| 37 | 453 | 1/25/2027 |
| 38 | 453 | 1/26/2027 |
| 39 | 453 | 1/27/2027 |
| 40 | 453 | 1/28/2027 |
| 41 | 453 | 1/29/2027 |
| 42 | 453 | 2/1/2027 |
| 43 | 453 | 2/2/2027 |
| 44 | 453 | 2/3/2027 |
| 45 | 453 | 2/4/2027 |
| 46 | 453 | 2/5/2027 |
| 47 | 453 | 2/8/2027 |
| 48 | 453 | 2/9/2027 |
| 49 | 453 | 2/10/2027 |
| 50 | 453 | 2/11/2027 |
| 51 | 454 | 2/12/2027 |
| 52 | 454 | 2/16/2027 |
| 53 | 454 | 2/17/2027 |
| 54 | 454 | 2/18/2027 |
| 55 | 454 | 2/19/2027 |
| 56 | 454 | 2/22/2027 |
| 57 | 454 | 2/23/2027 |
| 58 | 454 | 2/24/2027 |
| 59 | 454 | 2/25/2027 |
| 60 | 454 | 2/26/2027 |
| 61 | 454 | 3/1/2027 |
| 62 | 454 | 3/2/2027 |
| 63 | 454 | 3/3/2027 |
| 64 | 454 | 3/4/2027 |
| 65 | 454 | 3/5/2027 |
| 66 | 454 | 3/8/2027 |
| 67 | 454 | 3/9/2027 |
| 68 | 454 | 3/10/2027 |
| 69 | 454 | 3/11/2027 |
| 70 | 454 | 3/12/2027 |
| 71 | 454 | 3/15/2027 |
| 72 | 454 | 3/16/2027 |
| 73 | 454 | 3/17/2027 |
| 74 | 454 | 3/18/2027 |
| 75 | 454 | 3/19/2027 |
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 three 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 Sixth 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 Sixth Amended and Restated Supplemental Confirmation relates by manually signing this Sixth 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 | ||
| Eric Natelson | ||
| 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 6th A&R Supplemental Confirmation No. 2 (Citi)]
Exhibit 99.2
Execution Version
SIXTH AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 1
| Date: | November 22, 2024 |
| 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 Sixth Amended and Restated Supplemental Confirmation, dated November 22, 2024, between Royal Bank of Canada (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) (this “Sixth Amended and Restated Supplemental Confirmation”) is to amend and restate the terms and conditions of the Transaction (i) originally entered into between Dealer and Counterparty on May 26, 2020, evidenced by the Supplemental Confirmation, dated May 26, 2020, (ii) subsequently amended and restated in its entirety by the Amended and Restated Supplemental Confirmation, dated March 9, 2021, entered into between Dealer and Counterparty, (iii) further amended and restated in its entirety by the Second Amended and Restated Supplemental Confirmation, dated November 24, 2021, entered into between Dealer and Counterparty, (iv) further amended and restated in its entirety by the Third Amended and Restated Supplemental Confirmation, dated August 10, 2022, entered into between Dealer and Counterparty, (v) further amended and restated in its entirety by the Fourth Amended and Restated Supplemental Confirmation, dated March 6, 2023, entered into between Dealer and Counterparty and (vi) further amended and restated in its entirety by the Fifth Amended and Restated Supplemental Confirmation, dated May 22, 2024, entered into between Dealer and Counterparty, 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 Sixth Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Sixth Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Sixth Amendment and Restatement Date for the Transaction referenced below.
1. This Sixth 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 Sixth 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 Sixth Amended and Restated Supplemental Confirmation relates are as follows:
| Trade Date: | May 26, 2020 |
| Sixth Amendment and Restatement Date: | November 22, 2024 |
| 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. |
1
| Sixth Amendment Payment Amount: | USD 624,592.91. Counterparty agrees to pay Dealer the Sixth Amendment Payment Amount on the Sixth Amendment Payment Date. |
| Sixth Amendment Payment Date: | The first Currency Business Day following the Sixth Amendment and Restatement Date. |
| Tranche 1 Initial Share Price: | USD 199.7500 |
| Sixth Amendment Reference Price: | USD 159.0000 |
| Tranche 1 Forward Floor Price: | USD 199.7500 |
| Tranche 2 Forward Floor Price: | USD 186.3683 |
| Tranche 3 Forward Floor Price: | USD 159.0000 |
| Tranche 1 Forward Cap Price: | USD 219.7250 |
| Tranche 2 Forward Cap Price: | USD 292.5982 |
| Tranche 3 Forward Cap Price: | USD 174.9000 |
| Tranche 1 Final Disruption Date: | February 21, 2025 |
| Tranche 2 Final Disruption Date: | August 18, 2026 |
| Tranche 3 Final Disruption Date: | March 31, 2027 |
| Tranche 1 Contractual Dividend: | USD 0.435 per quarter |
| Tranche 2 Contractual Dividend: | USD 0.455 per quarter |
| Tranche 3 Contractual Dividend: | USD 0.485 per quarter |
2
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 | 1070 | 11/25/2024 |
| 2 | 1070 | 11/26/2024 |
| 3 | 1070 | 11/27/2024 |
| 4 | 1070 | 12/2/2024 |
| 5 | 1070 | 12/3/2024 |
| 6 | 1070 | 12/4/2024 |
| 7 | 1070 | 12/5/2024 |
| 8 | 1070 | 12/6/2024 |
| 9 | 1070 | 12/9/2024 |
| 10 | 1070 | 12/10/2024 |
| 11 | 1070 | 12/11/2024 |
| 12 | 1070 | 12/12/2024 |
| 13 | 1070 | 12/13/2024 |
| 14 | 1070 | 12/16/2024 |
| 15 | 1070 | 12/17/2024 |
| 16 | 1070 | 12/18/2024 |
| 17 | 1070 | 12/19/2024 |
| 18 | 1070 | 12/20/2024 |
| 19 | 1070 | 12/23/2024 |
| 20 | 1070 | 12/26/2024 |
| 21 | 1070 | 12/27/2024 |
| 22 | 1070 | 12/30/2024 |
| 23 | 1070 | 12/31/2024 |
| 24 | 1070 | 1/2/2025 |
| 25 | 1070 | 1/3/2025 |
| 26 | 1070 | 1/6/2025 |
| 27 | 1070 | 1/7/2025 |
| 28 | 1070 | 1/8/2025 |
| 29 | 1070 | 1/9/2025 |
| 30 | 1070 | 1/10/2025 |
| 31 | 1070 | 1/13/2025 |
| 32 | 1070 | 1/14/2025 |
| 33 | 1070 | 1/15/2025 |
| 34 | 1070 | 1/16/2025 |
| 35 | 1070 | 1/17/2025 |
| 36 | 1070 | 1/21/2025 |
| 37 | 1070 | 1/22/2025 |
| 38 | 1070 | 1/23/2025 |
| 39 | 1070 | 1/24/2025 |
| 40 | 1070 | 1/27/2025 |
| 41 | 1070 | 1/28/2025 |
| 42 | 1070 | 1/29/2025 |
| 43 | 1070 | 1/30/2025 |
| 44 | 1070 | 1/31/2025 |
| 45 | 1070 | 2/3/2025 |
| 46 | 1070 | 2/4/2025 |
| 47 | 1070 | 2/5/2025 |
| 48 | 1070 | 2/6/2025 |
| 49 | 1070 | 2/7/2025 |
| 50 | 1070 | 2/10/2025 |
3
TRANCHE 2
| Component Number | Number of Shares | Scheduled Valuation Date |
| 1 | 350 | 5/27/2026 |
| 2 | 350 | 5/28/2026 |
| 3 | 350 | 5/29/2026 |
| 4 | 350 | 6/1/2026 |
| 5 | 350 | 6/2/2026 |
| 6 | 350 | 6/3/2026 |
| 7 | 350 | 6/4/2026 |
| 8 | 350 | 6/5/2026 |
| 9 | 350 | 6/8/2026 |
| 10 | 350 | 6/9/2026 |
| 11 | 350 | 6/10/2026 |
| 12 | 350 | 6/11/2026 |
| 13 | 350 | 6/12/2026 |
| 14 | 350 | 6/15/2026 |
| 15 | 350 | 6/16/2026 |
| 16 | 350 | 6/17/2026 |
| 17 | 350 | 6/18/2026 |
| 18 | 350 | 6/22/2026 |
| 19 | 350 | 6/23/2026 |
| 20 | 350 | 6/24/2026 |
| 21 | 350 | 6/25/2026 |
| 22 | 350 | 6/26/2026 |
| 23 | 350 | 6/29/2026 |
| 24 | 350 | 6/30/2026 |
| 25 | 350 | 7/1/2026 |
| 26 | 350 | 7/2/2026 |
| 27 | 350 | 7/6/2026 |
| 28 | 350 | 7/7/2026 |
| 29 | 350 | 7/8/2026 |
| 30 | 350 | 7/9/2026 |
| 31 | 350 | 7/10/2026 |
| 32 | 350 | 7/13/2026 |
| 33 | 350 | 7/14/2026 |
| 34 | 350 | 7/15/2026 |
| 35 | 350 | 7/16/2026 |
| 36 | 350 | 7/17/2026 |
| 37 | 350 | 7/20/2026 |
| 38 | 350 | 7/21/2026 |
| 39 | 350 | 7/22/2026 |
| 40 | 350 | 7/23/2026 |
| 41 | 350 | 7/24/2026 |
| 42 | 350 | 7/27/2026 |
| 43 | 350 | 7/28/2026 |
| 44 | 350 | 7/29/2026 |
| 45 | 350 | 7/30/2026 |
| 46 | 350 | 7/31/2026 |
| 47 | 350 | 8/3/2026 |
| 48 | 350 | 8/4/2026 |
| 49 | 351 | 8/5/2026 |
| 50 | 351 | 8/6/2026 |
TRANCHE 3
| Component Number | Number of Shares | Scheduled Valuation Date |
| 1 | 453 | 11/30/2026 |
| 2 | 453 | 12/1/2026 |
| 3 | 453 | 12/2/2026 |
| 4 | 453 | 12/3/2026 |
| 5 | 453 | 12/4/2026 |
| 6 | 453 | 12/7/2026 |
| 7 | 453 | 12/8/2026 |
| 8 | 453 | 12/9/2026 |
| 9 | 453 | 12/10/2026 |
| 10 | 453 | 12/11/2026 |
| 11 | 453 | 12/14/2026 |
| 12 | 453 | 12/15/2026 |
| 13 | 453 | 12/16/2026 |
| 14 | 453 | 12/17/2026 |
| 15 | 453 | 12/18/2026 |
| 16 | 453 | 12/21/2026 |
| 17 | 453 | 12/22/2026 |
| 18 | 453 | 12/23/2026 |
| 19 | 453 | 12/28/2026 |
| 20 | 453 | 12/29/2026 |
| 21 | 453 | 12/30/2026 |
| 22 | 453 | 12/31/2026 |
| 23 | 453 | 1/4/2027 |
| 24 | 453 | 1/5/2027 |
| 25 | 453 | 1/6/2027 |
| 26 | 453 | 1/7/2027 |
| 27 | 453 | 1/8/2027 |
| 28 | 453 | 1/11/2027 |
| 29 | 453 | 1/12/2027 |
| 30 | 453 | 1/13/2027 |
| 31 | 453 | 1/14/2027 |
| 32 | 453 | 1/15/2027 |
| 33 | 453 | 1/19/2027 |
| 34 | 453 | 1/20/2027 |
| 35 | 453 | 1/21/2027 |
| 36 | 453 | 1/22/2027 |
| 37 | 453 | 1/25/2027 |
| 38 | 453 | 1/26/2027 |
| 39 | 453 | 1/27/2027 |
| 40 | 453 | 1/28/2027 |
| 41 | 453 | 1/29/2027 |
| 42 | 453 | 2/1/2027 |
| 43 | 453 | 2/2/2027 |
| 44 | 453 | 2/3/2027 |
| 45 | 453 | 2/4/2027 |
| 46 | 453 | 2/5/2027 |
| 47 | 453 | 2/8/2027 |
| 48 | 453 | 2/9/2027 |
| 49 | 453 | 2/10/2027 |
| 50 | 453 | 2/11/2027 |
| 51 | 454 | 2/12/2027 |
| 52 | 454 | 2/16/2027 |
| 53 | 454 | 2/17/2027 |
| 54 | 454 | 2/18/2027 |
| 55 | 454 | 2/19/2027 |
| 56 | 454 | 2/22/2027 |
| 57 | 454 | 2/23/2027 |
| 58 | 454 | 2/24/2027 |
| 59 | 454 | 2/25/2027 |
| 60 | 454 | 2/26/2027 |
| 61 | 454 | 3/1/2027 |
| 62 | 454 | 3/2/2027 |
| 63 | 454 | 3/3/2027 |
| 64 | 454 | 3/4/2027 |
| 65 | 454 | 3/5/2027 |
| 66 | 454 | 3/8/2027 |
| 67 | 454 | 3/9/2027 |
| 68 | 454 | 3/10/2027 |
| 69 | 454 | 3/11/2027 |
| 70 | 454 | 3/12/2027 |
| 71 | 454 | 3/15/2027 |
| 72 | 454 | 3/16/2027 |
| 73 | 454 | 3/17/2027 |
| 74 | 454 | 3/18/2027 |
| 75 | 454 | 3/19/2027 |
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 three 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 Sixth 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 Sixth Amended and Restated Supplemental Confirmation relates by manually signing this Sixth 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/ Nancy Ling | |
| 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 6th A&R Supplemental Confirmation No. 1 (RBC)]
Exhibit 99.3
Execution Version
SUPPLEMENTAL CONFIRMATION NO. 9
| Date: | November 22, 2024 |
| 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 Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between Dealer 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 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 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: | November 22, 2024 |
| Prepayment Amount: | USD 41,832,900. For the avoidance of doubt, the Prepayment Amount shall be netted against Counterparty’s obligation to pay Dealer the “Sixth Amendment Payment Amount” under the Transaction under the Master Confirmation governed by the Sixth Amended and Restated Supplemental Confirmation No. 2. Counterparty hereby irrevocably directs Dealer to apply the remaining Prepayment Amount after giving effect to such netting to pay the “Fourteenth Amendment Prepayment Amount” owed by Counterparty under the Fourteenth Amendment Agreement, dated as of the Trade Date, by and among Counterparty, Citibank, N.A., as administrative agent and calculation agent, Dealer and the other lenders party thereto, and after such application, to pay the remaining Prepayment Amount to Counterparty. |
| Prepayment Date: | The first Currency Business Day following the Trade Date, provided that all of the conditions specified in Section 4 of the Master Confirmation have been satisfied or waived by Dealer and Counterparty has satisfied its obligations under Section 6(d) of the Master Confirmation on or prior to such date. |
| Initial Share Price: | USD 159.0000 |
| Forward Floor Price: | USD 159.0000 |
| Forward Cap Price: | USD 174.9000 |
| Final Disruption Date: | March 31, 2027 |
| Contractual Dividend: | USD 0.485 per quarter |
1
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 | 4,000 | 11/30/2026 |
| 2 | 4,000 | 12/1/2026 |
| 3 | 4,000 | 12/2/2026 |
| 4 | 4,000 | 12/3/2026 |
| 5 | 4,000 | 12/4/2026 |
| 6 | 4,000 | 12/7/2026 |
| 7 | 4,000 | 12/8/2026 |
| 8 | 4,000 | 12/9/2026 |
| 9 | 4,000 | 12/10/2026 |
| 10 | 4,000 | 12/11/2026 |
| 11 | 4,000 | 12/14/2026 |
| 12 | 4,000 | 12/15/2026 |
| 13 | 4,000 | 12/16/2026 |
| 14 | 4,000 | 12/17/2026 |
| 15 | 4,000 | 12/18/2026 |
| 16 | 4,000 | 12/21/2026 |
| 17 | 4,000 | 12/22/2026 |
| 18 | 4,000 | 12/23/2026 |
| 19 | 4,000 | 12/28/2026 |
| 20 | 4,000 | 12/29/2026 |
| 21 | 4,000 | 12/30/2026 |
| 22 | 4,000 | 12/31/2026 |
| 23 | 4,000 | 1/4/2027 |
| 24 | 4,000 | 1/5/2027 |
| 25 | 4,000 | 1/6/2027 |
| 26 | 4,000 | 1/7/2027 |
| 27 | 4,000 | 1/8/2027 |
| 28 | 4,000 | 1/11/2027 |
| 29 | 4,000 | 1/12/2027 |
| 30 | 4,000 | 1/13/2027 |
| 31 | 4,000 | 1/14/2027 |
| 32 | 4,000 | 1/15/2027 |
| 33 | 4,000 | 1/19/2027 |
| 34 | 4,000 | 1/20/2027 |
| 35 | 4,000 | 1/21/2027 |
| 36 | 4,000 | 1/22/2027 |
| 37 | 4,000 | 1/25/2027 |
| 38 | 4,000 | 1/26/2027 |
| 39 | 4,000 | 1/27/2027 |
| 40 | 4,000 | 1/28/2027 |
| 41 | 4,000 | 1/29/2027 |
| 42 | 4,000 | 2/1/2027 |
| 43 | 4,000 | 2/2/2027 |
| 44 | 4,000 | 2/3/2027 |
| 45 | 4,000 | 2/4/2027 |
| 46 | 4,000 | 2/5/2027 |
| 47 | 4,000 | 2/8/2027 |
| 48 | 4,000 | 2/9/2027 |
| 49 | 4,000 | 2/10/2027 |
| 50 | 4,000 | 2/11/2027 |
| 51 | 4,000 | 2/12/2027 |
| 52 | 4,000 | 2/16/2027 |
| 53 | 4,000 | 2/17/2027 |
| 54 | 4,000 | 2/18/2027 |
| 55 | 4,000 | 2/19/2027 |
| 56 | 4,000 | 2/22/2027 |
| 57 | 4,000 | 2/23/2027 |
| 58 | 4,000 | 2/24/2027 |
| 59 | 4,000 | 2/25/2027 |
| 60 | 4,000 | 2/26/2027 |
| 61 | 4,000 | 3/1/2027 |
| 62 | 4,000 | 3/2/2027 |
| 63 | 4,000 | 3/3/2027 |
| 64 | 4,000 | 3/4/2027 |
| 65 | 4,000 | 3/5/2027 |
| 66 | 4,000 | 3/8/2027 |
| 67 | 4,000 | 3/9/2027 |
| 68 | 4,000 | 3/10/2027 |
| 69 | 4,000 | 3/11/2027 |
| 70 | 4,000 | 3/12/2027 |
| 71 | 4,000 | 3/15/2027 |
| 72 | 4,000 | 3/16/2027 |
| 73 | 4,000 | 3/17/2027 |
| 74 | 4,000 | 3/18/2027 |
| 75 | 4,000 | 3/19/2027 |
2
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 this Transaction shall be 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).
Dealer’s obligation under the Transaction is subject to the satisfaction or waiver (such waiver to be in writing) by Dealer of the additional condition that Counterparty shall have executed a Fourteenth Amendment to the Margin Loan Agreement, dated as of the date of this Supplemental Confirmation, among Counterparty, each Lender party thereto, and Citibank, N.A., as Administrative Agent and Calculation Agent.
3
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, | ||
| CITIBANK, N.A. | ||
| By: | /s/ Eric Natelson | |
| Authorized Representative | ||
| Eric Natelson | ||
Confirmed as of the date first above written:
QH HUNGARY HOLDINGS LIMITED
| By: | /s/ Judit Rozsa | ||
| Name: | Judit Rozsa | ||
| Title: | Managing Director | ||
4
Exhibit 99.4
Execution Version
SUPPLEMENTAL CONFIRMATION NO. 6
| Date: | November 22, 2024 |
| 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 Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Royal Bank of Canada (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between Dealer 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 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 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: | November 22, 2024 |
| Prepayment Amount: | USD 27,888,600. For the avoidance of doubt, the Prepayment Amount shall be netted against Counterparty’s obligation to pay Dealer the “Sixth Amendment Payment Amount” under the Transaction under the Master Confirmation governed by the Sixth Amended and Restated Supplemental Confirmation No. 1. Counterparty hereby irrevocably directs Dealer to apply the remaining Prepayment Amount after giving effect to such netting to pay the “Fourteenth Amendment Prepayment Amount” owed by Counterparty under the Fourteenth Amendment Agreement, dated as of the Trade Date, by and among Counterparty, Citibank, N.A., as administrative agent and calculation agent, Dealer and the other lenders party thereto, and after such application, to pay the remaining Prepayment Amount to Counterparty. |
| Prepayment Date: | The first Currency Business Day following the Trade Date, provided that all of the conditions specified in Section 4 of the Master Confirmation have been satisfied or waived by Dealer and Counterparty has satisfied its obligations under Section 6(d) of the Master Confirmation on or prior to such date. |
| Initial Share Price: | USD 159.0000 |
| Forward Floor Price: | USD 159.0000 |
| Forward Cap Price: | USD 174.9000 |
| Final Disruption Date: | March 31, 2027 |
| Contractual Dividend: | USD 0.485 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 | 2,666 | 11/30/2026 |
| 2 | 2,666 | 12/1/2026 |
| 3 | 2,666 | 12/2/2026 |
| 4 | 2,666 | 12/3/2026 |
| 5 | 2,666 | 12/4/2026 |
| 6 | 2,666 | 12/7/2026 |
| 7 | 2,666 | 12/8/2026 |
| 8 | 2,666 | 12/9/2026 |
| 9 | 2,666 | 12/10/2026 |
| 10 | 2,666 | 12/11/2026 |
| 11 | 2,666 | 12/14/2026 |
| 12 | 2,666 | 12/15/2026 |
| 13 | 2,666 | 12/16/2026 |
| 14 | 2,666 | 12/17/2026 |
| 15 | 2,666 | 12/18/2026 |
| 16 | 2,666 | 12/21/2026 |
| 17 | 2,666 | 12/22/2026 |
| 18 | 2,666 | 12/23/2026 |
| 19 | 2,666 | 12/28/2026 |
| 20 | 2,666 | 12/29/2026 |
| 21 | 2,666 | 12/30/2026 |
| 22 | 2,666 | 12/31/2026 |
| 23 | 2,666 | 1/4/2027 |
| 24 | 2,666 | 1/5/2027 |
| 25 | 2,666 | 1/6/2027 |
| 26 | 2,667 | 1/7/2027 |
| 27 | 2,667 | 1/8/2027 |
| 28 | 2,667 | 1/11/2027 |
| 29 | 2,667 | 1/12/2027 |
| 30 | 2,667 | 1/13/2027 |
| 31 | 2,667 | 1/14/2027 |
| 32 | 2,667 | 1/15/2027 |
| 33 | 2,667 | 1/19/2027 |
| 34 | 2,667 | 1/20/2027 |
| 35 | 2,667 | 1/21/2027 |
| 36 | 2,667 | 1/22/2027 |
| 37 | 2,667 | 1/25/2027 |
| 38 | 2,667 | 1/26/2027 |
| 39 | 2,667 | 1/27/2027 |
| 40 | 2,667 | 1/28/2027 |
| 41 | 2,667 | 1/29/2027 |
| 42 | 2,667 | 2/1/2027 |
| 43 | 2,667 | 2/2/2027 |
| 44 | 2,667 | 2/3/2027 |
| 45 | 2,667 | 2/4/2027 |
| 46 | 2,667 | 2/5/2027 |
| 47 | 2,667 | 2/8/2027 |
| 48 | 2,667 | 2/9/2027 |
| 49 | 2,667 | 2/10/2027 |
| 50 | 2,667 | 2/11/2027 |
| 51 | 2,667 | 2/12/2027 |
| 52 | 2,667 | 2/16/2027 |
| 53 | 2,667 | 2/17/2027 |
| 54 | 2,667 | 2/18/2027 |
| 55 | 2,667 | 2/19/2027 |
| 56 | 2,667 | 2/22/2027 |
| 57 | 2,667 | 2/23/2027 |
| 58 | 2,667 | 2/24/2027 |
| 59 | 2,667 | 2/25/2027 |
| 60 | 2,667 | 2/26/2027 |
| 61 | 2,667 | 3/1/2027 |
| 62 | 2,667 | 3/2/2027 |
| 63 | 2,667 | 3/3/2027 |
| 64 | 2,667 | 3/4/2027 |
| 65 | 2,667 | 3/5/2027 |
| 66 | 2,667 | 3/8/2027 |
| 67 | 2,667 | 3/9/2027 |
| 68 | 2,667 | 3/10/2027 |
| 69 | 2,667 | 3/11/2027 |
| 70 | 2,667 | 3/12/2027 |
| 71 | 2,667 | 3/15/2027 |
| 72 | 2,667 | 3/16/2027 |
| 73 | 2,667 | 3/17/2027 |
| 74 | 2,667 | 3/18/2027 |
| 75 | 2,667 | 3/19/2027 |
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 this Transaction shall be 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).
Dealer’s obligation under the Transaction is subject to the satisfaction or waiver (such waiver to be in writing) by Dealer of the additional condition that Counterparty shall have executed a Fourteenth Amendment to the Margin Loan Agreement, dated as of the date of this Supplemental Confirmation, among Counterparty, each Lender party thereto, and Citibank, N.A., as Administrative Agent and Calculation Agent.
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, | ||
| ROYAL BANK OF CANADA | ||
| By: | /s/ Nancy Ling | |
| Authorized Representative | ||
Confirmed as of the date first above written:
QH HUNGARY HOLDINGS LIMITED
| By: | /s/ Judit Rozsa | ||
| Name: | Judit Rozsa | ||
| Title: | Managing Director | ||