EXHIBIT 10.42
STOCK REDEMPTION AGREEMENT
THIS STOCK REDEMPTION AGREEMENT (the "Agreement") is made as of March
14, 2002 among the shareholders listed on the signature page hereto
(collectively, the "Sellers") and Ramco-Xxxxxxxxxx Properties Trust, a Maryland
real estate investment trust (the "Company").
R E C I T A L S
A. The Sellers collectively own a total of 1,200,000 Series A
Convertible Preferred Shares (the "Shares") of the Company as listed and
described on attached Exhibit A, being all the Shares owned by the Sellers.
X. Xxxxxxx desire to sell to the Company, and the Company desires
to redeem from Sellers, the Shares on the terms and conditions set forth in this
Agreement.
C. Upon redemption of the Shares, the Company and the Sellers
wish to terminate all of the Company's and Sellers' rights and obligations under
the Preferred Units and Stock Purchase Agreement dated as of September 30, 1997
(the "Purchase Agreement") and all other agreements entered into in connection
therewith, as of the date of the redemption of the Shares.
THEREFORE, the parties agree as follows:
1. REDEMPTION OF STOCK.
1.1 Public Offering. The Company shall use its reasonable best
efforts to complete a public offering of its common shares on or before
September 26, 2002, with such offering to be of sufficient size that the net
proceeds of the offering will provide the Company with net liquid assets, when
taken together with the Company's other liquid assets, in excess of the Purchase
Price (as defined below)(the "Public Offering").
1.2 Agreement to Redeem Stock. Upon the terms and subject to the
conditions of this Agreement, Sellers shall upon no less than five business
days' written notice from the Company, and on the sixth business day following
the Public Offering (such date, the "Closing Date"), sell, assign and deliver to
the Company, and the Company shall redeem from Sellers, all, but not part of the
Shares. At the Company's option, the Sellers shall sell, assign and deliver to
the Company, and the Company shall redeem from the Sellers, all, but not part
of, the Shares on a Closing Date selected by the Company, upon no less than ten
business day's written notice to Sellers, prior to the completion of the Public
Offering and prior to September 26, 2002, if the Company is able to secure
alternate financing of the Purchase Price. The certificates for the Shares
shall, when delivered by the Sellers to the Company, be duly endorsed for
transfer to the Company, or have an executed stock power endorsed to the Company
attached to the certificates.
1.3 Purchase Price. The purchase price per Share for the Shares
shall be the greater of (a) $22-1/7 or (b) the quotient obtained by dividing (i)
the product of (A) $25 and (B) the price to the public in the Public Offering
(or, if the purchase is made pursuant to the Company's
option as set forth in Section 1.2, the average closing price of the Company's
common shares on the New York Stock Exchange for the 20 trading days immediately
prior to the giving of the purchase notice) less $2 by (ii) $17.50 (the
"Purchase Price"). For example, if the price to the public in the Public
Offering were $18.25, the Purchase Price would be $23.214 ($25 x 16.25 / 17.5).
On the Closing Date, the Company shall pay to the Sellers the Purchase Price of
all of the Shares by wire transfer of immediately available funds.
1.4 Agreement Not to Convert. None of the Sellers shall
voluntarily convert its Shares into common shares prior to September 26, 2002.
2. REPRESENTATIONS AND WARRANTIES.
2.1 Sellers' Representations and Warranties. As an inducement to
the Company to enter into and perform this Agreement, each of the Sellers,
severally and not jointly, represent and warrant the following to the Company.
The Sellers acknowledge that the Company is relying on the truth and accuracy of
the following representations and warranties in entering into this Agreement.
2.1.1 Ownership of the Shares. Each of Sellers has good
title to all of its Shares as set forth on Exhibit A, free and clear of
all pledges, warrants, calls, options, rights, commitments,
subscriptions, contracts, agreements, understandings, arrangements,
voting trusts or agreements, proxies, unpaid taxes, adverse claims and
other claims of whatever nature.
2.1.2 Sophistication. Each of Sellers has such knowledge
and experience in financial and business matters that it is capable of
evaluating the merits and risks of the sale of the Shares.
2.1.3 Independent Decision. Each of Sellers or their
respective investment managers has made its own investment decision
concerning the sale of the Shares and the Purchase Price of the Shares.
Each of Sellers has not received, and has not and will not rely on, any
representations, opinions or recommendations from the Company (except
as expressly provided in this Agreement) concerning the sale of the
Shares, the Purchase Price of the Shares or the value of the Shares.
2.1.4 Information.
2.1.4.1 The Company has made available to Sellers the
opportunity to ask questions of, and receive answers from, the Company
and persons acting on their behalf concerning the terms and conditions
of the transactions contemplated by this Agreement and concerning the
Company (including its financial condition, results of operations, cash
flows, business and prospects), and to obtain from the Company any
information readily available.
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2.1.4.2 Each of Sellers is assuming responsibility,
and is not relying on the Company in any manner whatsoever, to analyze
and evaluate any information it has received. Each of Sellers has been
furnished, or has obtained, all information it desires to review before
agreeing to sell the Shares. Each of the Sellers has consulted with
legal counsel concerning the terms and conditions of this Agreement and
the transactions described in this Agreement.
2.2 Company's Representations and Warranties. As an inducement to
the Sellers to enter into and perform this Agreement, the Company represents and
warrants the following to each of the Sellers. The Company acknowledges that the
Sellers are relying on the truth and accuracy of the following representations
and warranties in entering into this Agreement.
2.2.1 The Company hereby represents and warrants to
Sellers that the transactions contemplated by this Agreement have been
duly authorized and when consummated will be a valid and binding
obligation of the Company and will not violate (i) any court order,
decree, agreement or other documents to which the Company is a party,
(ii) the Declaration of Trust or Bylaws of the Company; or (iii) any
applicable laws.
2.2.2 Public Offering; Sufficient Funds. The Company
will use its reasonable best efforts to complete the Public Offering by
September 26, 2002 so that it will have sufficient funds thereby to
complete the transactions contemplated herein on the Closing Date.
2.2.3 Insolvency. The Company will not be rendered
insolvent by reason of the transactions contemplated herein nor will it
be left with unreasonably small capital for purposes of operating its
business.
2.2.4 Merger Transaction. The Company is not in
discussions with a third party regarding a merger or any other
transaction of the type described in Section 3(b).
3. TERMINATION OF AGREEMENTS; WAIVER OF RIGHTS.
(a) Upon redemption of all of the Shares on the Closing Date, the
Purchase Agreement and the rights and obligations therein shall be terminated,
and none of the Sellers shall have any rights under that certain Registration
Rights Agreement dated as of September 30, 1997. Each of the Sellers hereby
waives any rights that it may have to notice of, or to participate in, the
Company's Public Offering of Shares and the Company hereby waives any rights
that it may have to cause the Sellers to purchase any shares of the Company's
common stock as part of or in connection with any public offering of the
Company's securities.
(b) If the Closing Date has not occurred by September 26, 2002, or
if prior to September 26, 2002, the Company is involved in (i) any merger,
consolidation, reorganization or other business combination pursuant to which
all or a substantial portion of the business of the Company is combined with
that of another entity; (ii) the acquisition by a third party of a
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majority of the voting stock of the Company by way of a tender or exchange
offer, negotiated or open market purchase or otherwise; (iii) the acquisition of
all or substantially all of the assets of the Company; or (iv) the acquisition
of the Company other than through the acquisition of the Company's capital
stock, whether effected, in any case, in one transaction or a series of
transactions, where the consideration to be paid is in excess of the Purchase
Price, then this Agreement shall terminate and be of no further force and
effect.
4. MISCELLANEOUS.
4.1 Survival of Provisions. The representations, warranties and
covenants of the parties contained in this Agreement shall survive the
consummation of the redemption of the Shares pursuant to this Agreement.
4.2 Governing Law. The laws of the State of New York shall govern
this Agreement, its construction, and the determination of any rights, duties or
remedies of the parties arising out of or relating to this Agreement.
4.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
4.4 Entire Agreement. This Agreement embodies the entire agreement
and understanding of the parties to this Agreement with respect to the subject
matter of this Agreement. There are no restrictions, promises, representations,
warranties, covenants or undertakings, other than those expressly set forth in
this Agreement. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter, and any
such prior agreements or understandings are merged into this Agreement.
4.5 Severability. If any provision of this Agreement is determined
to be illegal or invalid, such illegality or invalidity shall have no effect on
the other provisions of this Agreement, which shall remain valid, operative and
enforceable.
4.6 Assignment. The right to purchase the Shares from the Sellers
may not be assigned by the Company to any third party without the Seller's prior
written consent.
4.7 Fees and Expenses. The Company agrees to pay the Sellers'
reasonable fees and expenses, including the reasonable fees and expenses of the
Sellers' counsel (not to exceed $10,000 in total) in connection with the
transactions referred to in or contemplated by this Agreement.
4.8 Notices. All notices required or permitted hereunder shall be
hand delivered or sent by certified mail, by overnight mail or by recognized
overnight courier to the parties at the following addresses:
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If to the Company: Ramco-Xxxxxxxxxx Properties Trust
00000 Xxxxxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: President
If to any Seller: c/o Morgan Xxxxxxx Realty
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
or at any other addresses which the parties may subsequently provide to each
other pursuant to the foregoing.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth in the introductory paragraph of this Agreement.
THE COMPANY: Ramco-Xxxxxxxxxx Properties Trust
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Its: Chief Financial Officer
------------------------------
SELLERS: The Xxxxxx Xxxxxxx Real Estate Special
Situations Fund II, L.P.
By: MS Real Estate Special Situations, Inc.,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
MS Special Funds Pte. Ltd.
By: MS Real Estate Special Situations, Inc.,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Stichting Pensioenfonds ABP
By: Xxxxxx Xxxxxxx Investment Management Inc.,
as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Attorney-in-Fact
(signatures continued on next page)
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(signatures continued from prior page)
Stichting Bedrijfspensioenfonds voor
de Metaal en Technische Bedrijfstakken
By: Xxxxxx Xxxxxxx Investment Management
Inc., as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Attorney-in-Fact
The Xxxxxx Xxxxxxx Real Estate Special
Situations Fund I, L.P.
By: Xxxxxx Xxxxxxx Investment Management
Inc., as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Attorney-in-Fact
Xxxxxx Xxxxxxx Real Estate Special
Situations Investors, L.P.
By: Xxxxxx Xxxxxxx Investment Management
Inc., as Investment Manager
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Attorney-in-Fact
MS Real Estate Special Situations, Inc.
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
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EXHIBIT A
OWNERSHIP OF SHARES BY SELLERS
Seller No. of Shares
------ -------------
Stichting Pensioenfonds ABP 240,000
Xxxxxx Xxxxxxx Real Estate Special Situations Fund I, L.P. 242,426
Xxxxxx Xxxxxxx Real Estate Special Situations Fund II, L.P. 323,232
MS Special Funds Pte. Ltd. 159,999
Stichting Bedriufspensioenfonds voor de Metaal en Technische
Bedrijfstakken 159,999
MS Real Estate Special Situations, Inc. 53,722
Xxxxxx Xxxxxxx Real Estate Special Situations Investors, L.P. 20,622
---------
Total 1,200,000
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