EXHIBIT 10.17
EXECUTION
This Consent Agreement (this "Agreement"), dated as of April 22, 1997, is
by and among all of the Stockholders (the "Stockholders") of the Xxxxxxxxx
Company, an Ohio corporation, and Xxxxxxxxx Company of California, Inc., a
California corporation (collectively, the "Xxxxxxxxx Companies"), Xxxxxxxxx
Holdings, LLC, a Delaware limited liability company ("Xxxxxxxxx LLC" and,
together with the Stockholders, the "Xxxxxxxxx Parties"), DEL-LPL Limited
Partnership ("DEL-LPL"), DEL-LPAML Limited Partnership ("DEL-LPAML" and,
together with DEL-LPL, the "DEL Partnerships"), DEL/LaSalle Finance Company,
L.L.C. ("DEL Finance" and, together with the DEL Partnerships, the "DEL
Parties"), LaSalle Partners Limited Partnership ("LPL") and LaSalle Partners
Management Limited Partnership ("LPML" and, together with LPL, the "Lower Tier
Partnerships").
INTRODUCTION
The DEL Parties propose to reorganize the Lower Tier Partnerships by (i)
organizing a corporation under the laws of the State of Maryland to be named
LaSalle Partners Incorporated ("LPI"), (ii) requiring each partner of the Lower
Tier Partnerships to contribute all of its respective partnership interests in
the Lower Tier Partnership into LPI in exchange for shares of LPI's capital
stock, and (iii) transferring all of the businesses of the Lower Tier
Partnerships and their respective subsidiaries through mergers, transfers, of
ownership interests and transfers of assets and liabilities, all as more fully
set forth in a Plan of Reorganization (collectively, the "Reorganization");
Pursuant to Section 4.1 (e) of the Amended and Restated Agreement of
Limited Partnership of LPL dated as of November 30, 1994 (the "LPL Partnership
Agreement") and Section 4.1 (e) of the Amended and Restated Agreement of Limited
Partnership of LPML dated as of November 30, 1994 (the "LPML Partnership
Agreement"; and together with the LPL Partnership Agreement, the "Lower Tier
Partnership Agreements"), the DEL Partnerships have a right to purchase up to
492,291 partnership units of the Lower Tier Partnerships at prices set forth
therein, which prices are below the estimated current market value of such
partnership units (such rights, the "DEL Purchase Rights");
In connection with the Reorganization, the DEL Partnerships seek to receive
certain shares (the "DEL Exchange Shares") of LPI common stock (the "Common
Stock") in exchange for the termination of the DEL Purchase Rights (such
exchange, the "Exchange");
The DEL Parties and the Xxxxxxxxx Parties have agreed that the value of the
Xxxxxxxxx Companies is equal to a percentage amount (the "Xxxxxxxxx Companies
Percentage Value") up to 18% of the fully diluted value of the Lower Tier
Partnerships and the Xxxxxxxxx Companies combined;
The DEL Parties propose to consummate an underwritten initial public
offering of certain shares of common stock of LPI immediately after the
Reorganization (the "IPO") and propose to use Xxxxxx Xxxxxxx & Co. and Xxxxxxx
Xxxxx & Company as underwriters in connection with the IPO (the "Underwriters");
The DEL Parties have requested the consent of the Xxxxxxxxx Parties to the
proposed Reorganization, Exchange, and IPO; and
The Xxxxxxxxx Parties are willing to provide such consent subject to the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual provisions and covenants
hereinafter contained and for other good and valuable consideration, the parties
hereto agree as follows:
1. Consent. Each of the Xxxxxxxxx Parties hereby consents to the
Reorganization, Exchange and IPO, subject to the terms and conditions provided
herein.
2. Plan of Reorganization. The Plan of Reorganization and other documents
relating the reorganization (the "Reorganization Documents") shall provide that
the Xxxxxxxxx Parties shall receive not less than 18% (including shares held by
Xxxxxxxxx-LPL Holdings, LLC) of the aggregate number of shares of Common Stock
outstanding after the Reorganization (in each case, not taking into account the
Exchange, or the IPO). The Reorganization Documents shall otherwise be in form
and substance reasonably satisfactory to the Xxxxxxxxx Parties.
3. Capital Account Adjustment. Prior to the Reorganization, the
correlation between the Capital Account (as such term is used in the Lower Tier
Partnership Agreements) and the percentage of shares of Common Stock the
Xxxxxxxxx Parties shall receive in connection with the Reorganization shall be
satisfactory to the Xxxxxxxxx Parties.
4. Exchange. The number of DEL Exchange Shares issued pursuant to the
Exchange shall not exceed the number determined in accordance with the formula
set forth in Attachment I hereto.
5. Organizational Documents of LPI. The Certificate of Incorporation and
the By-Laws of LPI shall be in form and substance reasonably satisfactory to the
Xxxxxxxxx Parties.
6. Effectiveness of Reorganization, Etc. The Reorganization shall become
effective only after the Underwriters have agreed to purchase Common Stock in
connection with the IPO in accordance with the terms and conditions set forth
herein. The Reorganization shall not cause any adverse tax or other adverse
consequences (except as otherwise expressly consented to hereunder) to either of
the Xxxxxxxxx Parties or any of its affiliates.
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7. IPO Terms. The IPO shall be completed on or prior to November 15,
1997, shall result in the listing of the Common Stock on The New York Stock
Exchange and shall raise net proceeds in an amount not less than the aggregate
outstanding principal and interest on the Second Amended and Restated Class A
Subordinated Promissory Notes and the Amended and Restated Class B Subordinated
Promissory Notes each dated August 27, 1996 and issued by LPL and LPML to
DSA-LSPL and DSA-LSAM, respectively (the "Class A Notes" and the "Class B Notes"
respectively; collectively, the "Notes"). The net proceeds from the IPO shall
first be applied toward the repayment of the outstanding principal and interest
on the Notes. The public offering price per share of Common Stock shall not be
less than a price equivalent to a per unit value of the partnership units of the
combined Lower Tier Partnerships of $82.61. No shareholder of LPI may
participate in any secondary offering of its shares of Common Stock in
connection with the IPO, except that DEL Finance may, pursuant to any exercise
of each Underwriter's "greenshoe" option, if any, sell to the Underwriters
additional shares of Common Stock held by DEL Finance in an amount not exceeding
15% of the number of shares issued by LPI pursuant to the IPO. All net proceeds
of any such secondary offering of Common Stock by DEL Finance shall be applied
toward repayment of indebtedness owed by DEL Finance to Dresdner Bank AG. The
only class of shares that LPI may issue pursuant to the Reorganization or the
IPO shall be the Common Stock.
8. Transfers. Except as may be consented to by the parties hereto or as
may be required by law or pursuant to a contractual lock-up agreement applicable
to the Xxxxxxxxx Parties and the Del Parties (which agreement shall not provide
any restriction after six months from the completion of the IPO as required by
the Underwriters and LPI), there shall be no restriction on the ability of the
Xxxxxxxxx Parties to transfer their shares of Common Stock. Notwithstanding the
foregoing there shall be no restriction on the right of the Xxxxxxxxx Parties to
transfer all or a portion of the Common Stock held by them to Dai-Ichi Life
(U.S.A.), Inc. or any one or more of its direct or indirect wholly owned
subsidiaries.
9. Periodic Meetings. Prior to the Reorganization, LPI and the Xxxxxxxxx
Parties shall have entered into an agreement reasonably satisfactory to such
parties pursuant to which the Xxxxxxxxx Parties and its advisors shall be
provided an opportunity to hold periodic meetings with such officers of LPI as
the Xxxxxxxxx Parties shall request for the purpose of discussing matters
relating to the operation and financial condition of LPI.
10. Assignment by Xxxxxxxxx Parties. Each of the Xxxxxxxxx Parties may
assign its rights hereunder to any of its affiliates. Each of the DEL Parties
may assign its rights hereunder to any of its affiliates, provided that neither
DEL Party may delegate any of its obligations hereunder without the express
written consent of the Xxxxxxxxx Parties. Neither Lower Tier Partnership may
assign its rights or obligations hereunder without the express written consent
of the Xxxxxxxxx Parties.
11. Law to Govern; Other Provisions. This Agreement shall be governed and
construed in accordance with the internal laws of the State of Delaware. No
failure or
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delay by any party or any of its representatives in exercising any right, power
or privilege shall operate as a waiver thereof nor shall any single or partial
exercise preclude any other or further exercise of any right, power or
privilege. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.
* * * * * *
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DEL-LPL LIMITED PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxxx
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DEL-LPAML LIMITED PARTNERSHIP
By: /s/ Xxxxxxx X. Xxxxx
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STOCKHOLDERS
By: /s/ Xxxxxxx Xxxxxxxxx Xxxxxx
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Xxxxxxx Xxxxxxxxx Xxxxxx, as trustee
for the separate trust for the
benefit of Xxxxxxx Xxxxxxxxx Xxxxxx,
Xxxx X. Xxxxxxxxx, III and Xxxxxx
Xxxxxxxxx Xxxxxxx under the
Irrevocable Trust created by Xxxxxx
X. Xxxxxxxxx, created April 13,
1995.
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------------
Xxxxxxx Xxxxxxxxx
XXXXXXXXX HOLDINGS, LLC
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------
Name:
Title:
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LASALLE PARTNERS LIMITED
PARTNERSHIP
By: DEL-LPL LIMITED PARTNERSHIP,
its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
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LASALLE PARTNERS MANAGEMENT
LIMITED PARTNERSHIP
By: DEL-LPAML LIMITED PARTNERSHIP,
its General Partner
By: /s/ Xxxxxxx X. Xxxxx
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