Exhibit 10.2
STOCK REPURCHASE AGREEMENT
This STOCK REPURCHASE AGREEMENT (this "Agreement"), dated as of
January 19, 2006, by and between GP STRATEGIES CORPORATION, a Delaware
corporation ("GPX"), and BEDFORD OAK PARTNERS, L.P., a Delaware limited
partnership ("Bedford").
WHEREAS, Bedford owns 2,131,500 shares of GPX's Common Stock, par value
$0.01 per share ("Common Stock"), and 300,000 shares of GPX's Class B Capital
Stock, par value $0.01 per share ("Class B Stock");
WHEREAS, GPX believes it would be in the best interests of GPX and its
stockholders if GPX were to restructure its capital structure into only one
class of common stock by repurchasing and/or exchanging upon satisfactory terms
and conditions and thereby retiring all of the outstanding shares of Class B
Stock owned by Bedford and the other holders thereof;
WHEREAS, GPX therefore approached Bedford to determine whether Bedford
would sell the Class B Stock to GPX;
WHEREAS, Bedford expressed its willingness to sell the Class B Stock to
GPX provided GPX also purchased from Bedford 1,031,500 shares of Common Stock
owned by Bedford (together, the "Shares Sold");
WHEREAS, in connection with the Shares Sold, Bedford expressed its
willingness to sell 750,000 shares of Common Stock owned by Bedford to funds
affiliated with Pequot Capital Management, Inc. ("Pequot") for a price per share
equal to $6.80 (the "Pequot Sale");
WHEREAS, in connection with the foregoing, a Special Committee
of the GPX Board of Directors (the "Special Committee") was formed that
excluded, among others, Xxxxxx X. Xxxxx;
WHEREAS, the Special Committee and Bedford have negotiated on an
arms-length basis for the sale and purchase of the Shares Sold upon the terms
and conditions herein provided, and the Special Committee has determined that
such terms and conditions are in the best interests of GPX and its stockholders;
WHEREAS, Bedford desires to sell to GPX, and GPX desires to purchase
from Bedford, all of the Shares Sold upon the terms and conditions herein
provided;
WHEREAS, concurrently with the execution and delivery of this
Agreement, Bedford and Pequot are executing and delivering a Stock Purchase
Agreement with respect to the Pequot Sale and the closing under such Stock
Purchase Agreement will occur contemporaneously with the Closing (as defined
below);
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NOW THEREFORE, in consideration of the mutual covenants, conditions and
agreements set forth herein, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Purchase of Shares Sold.
1.1 Subject to the terms and conditions and in reliance upon the
representations and warranties set forth herein, Bedford agrees to sell to GPX,
and GPX agrees to purchase from Bedford, (a) the 1,031,500 shares of Common
Stock owned by Bedford for a price per share equal to $6.80; and (b) the 300,000
shares of Class B Stock owned by Bedford for a price per share equal to $8.30.
The aggregate purchase price for the Shares Sold to be paid by GPX to Bedford
shall be $9,504,200 ("Purchase Price"). Following such sale by Bedford to GPX
and the Pequot Sale, Bedford will own 350,000 shares of Common Stock and no
shares of Class B Stock.
1.2 The closing of the purchase and sale of the Shares Sold (the
"Closing") shall be held at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., local time on the date hereof.
1.3 At the Closing, Bedford shall deliver to GPX the certificate or
certificates representing the Shares Sold, accompanied by a stock power endorsed
in blank.
1.4 At the Closing, GPX shall pay an amount equal to the Purchase
Price, by wire transfer of immediately available funds, to an account of Bedford
previously furnished to GPX.
2. Representations and Warranties of Bedford. Bedford hereby represents
and warrants to, and agrees with GPX, that:
2.1 Existence and Power. Bedford has been duly organized and is
validly existing and in good standing under the laws of the State of Delaware
and has all requisite limited partnership power and authority to execute and
deliver this Agreement and consummate the transactions and perform each of its
obligations contemplated hereby.
2.2 Authority. The execution and delivery of this Agreement by
Bedford, the consummation by Bedford of each of the transactions and the
performance by Bedford of each of its obligations contemplated hereby have been
duly and properly authorized by all necessary action on the part of Bedford.
This Agreement has been duly executed and delivered by Bedford and constitutes
the valid and legally binding obligation of Bedford, enforceable against it in
accordance with its terms, subject, as to enforceability, to bankruptcy,
insolvency, reorganization, moratorium and other similar laws of general
applicability relating to or affecting creditors' rights and to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
2.3 Ownership of the Shares Sold. Bedford is the record and
beneficial owner of the Shares Sold, and owns the Shares Sold free and clear of
any lien and any other limitation or restriction, and will transfer and deliver
to GPX at the Closing valid title to the Shares Sold, free and clear of any lien
and any such other limitation or restriction.
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2.4 No Conflicts and Consents. The execution and delivery of this
Agreement by Bedford and the consummation of each of the transactions and the
performance of each of the obligations contemplated hereby do not (a) conflict
with or violate (whether with or without notice or a lapse of time or both) its
organizational documents or any agreement to which it is a party or any law or
order applicable to it; or (b) require any consent, approval, authorization or
permit of, action by, filing with or notification to, any Governmental Entity
(other than any filing required under Section 13(a) or (d), 14, 15(d) or 16(a)
of the Securities Exchange Act of 1934, as amended). In this Agreement,
"Governmental Entity" shall mean any court, administrative agency, commission or
other governmental authority or instrumentality, whether domestic (federal,
state or local) or foreign.
2.5 Due Diligence; Access to Information. Bedford has the knowledge,
sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of the sale of the Shares Sold.
Bedford has been afforded adequate opportunity (i) to perform due diligence and
ask such questions as Bedford has deemed necessary of, and to receive answers
from, representatives of the Company concerning the operations and prospects of
the Company; (ii) to obtain such additional information that the Company
possesses or can acquire that Bedford deems necessary or appropriate to receive
to form a decision on whether to sell the Shares Sold and enter into this
Agreement; and (iii) to investigate and appraise the fair market value of the
Company and the Shares Sold.
2.6 Independent Transaction. The decision by Bedford to enter into
this Agreement and to sell the Shares Sold contemplated hereby has been made
independent of the transactions described under subsections (a), (b) and (c) of
Section 4.1 hereof.
3. Representations and Warranties of GPX. GPX hereby represents and
warrants to, and agrees with Bedford, that:
3.1 Existence and Power. GPX has been duly incorporated and is
validly existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power and authority to execute and deliver this
Agreement and consummate the transactions and perform each of its obligations
contemplated hereby.
3.2 Authority. The execution and delivery of this Agreement by GPX,
the consummation by GPX of each of the transactions and the performance by GPX
of each of its obligations contemplated hereby have been duly and properly
authorized by all necessary corporate action on the part of GPX. This Agreement
has been duly executed and delivered by GPX and constitutes the valid and
legally binding obligation of GPX, enforceable against it in accordance with its
terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization,
moratorium and other similar laws of general applicability relating to or
affecting creditors' rights and to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
3.3 No Conflict or Consents. The execution and delivery of this
Agreement by GPX and the consummation of each of the transactions and the
performance of each of the obligations contemplated hereby do not (a) conflict
with or violate (whether with or without notice or a lapse of time or both) its
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organizational documents or any agreement to which it is a party or any law or
order applicable to it; or (b) require any consent, approval, authorization or
permit of, action by, filing with or notification to, any Governmental Entity
(other than any filing required under Section 13(a) or (d), 14, 15(d) or 16(a)
of the Securities Exchange Act of 1934, as amended).
4. Conditions to Closing. The respective obligations of GPX and Bedford
hereunder are subject to the accuracy of the representations and warranties
contained herein, and to each of the following additional terms and conditions:
4.1 Concurrent Transactions. At the Closing, (a) EGI-Fund (02-04)
Investors, L.L.C. ("EGI") shall have executed and delivered a Stock Repurchase
Agreement, dated the date hereof and in form and substance satisfactory to GPX,
and GPX shall have received an original copy thereof, duly executed by EGI with
respect to the sale by EGI to GPX of all of EGI's shares of Common Stock and
Class B Stock, at prices per share no greater than the prices per share
specified in Section 1.1 hereof; (b) Xxxxxx X. Xxxxxxx ("Xxxxxxx") shall have
executed and delivered a Stock Exchange Agreement, dated the date hereof and in
form and substance satisfactory to GPX, and GPX shall have received an original
copy thereof, duly executed by Xxxxxxx with respect to the exchange by Xxxxxxx
of all his shares of Class B Stock at a rate of one share of Class B Stock for
one share of Common Stock; and (c) Xxxxxx X. Xxxxxx ("Xxxxxx") shall have
executed and delivered a Stock Exchange Agreement, dated the date hereof and in
form and substance satisfactory to GPX, and GPX shall have received an original
copy thereof, duly executed by Xxxxxx with respect to the exchange by Xxxxxx of
all his shares of Class B Stock at a rate of one share of Class B Stock for one
share of Common Stock. Taken together, this Agreement and the agreements
described in (a), (b) and (c) of this subsection shall have the effect of
eliminating all outstanding shares of Class B Stock.
5. Miscellaneous.
5.1 Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including facsimile transmission)and shall
be given,
If to GPX, to: GP Strategies Corporation
000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxx, Executive Vice President
and General Counsel
Fax: (000) 000-0000
If to Bedford, to:
Bedford Oak Management, LLC
000 Xxxxx Xxxxxxx Xxxx
Xx. Xxxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxx
Fax: (000) 000-0000
With a copy to:
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Xxxxxxx Xxxx & Xxxxxxxxx LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxxxxx
Fax: (000) 000-0000
All such notices, requests and other communications shall be deemed received on
the date of receipt by the recipient thereof. By notice given in accordance with
this Section 5.1 to the other party, any party may change its address for the
receipt of notices under this Agreement.
5.2 Amendments and Waivers. Any provision of this Agreement may be
amended or waived if, but only if, such amendment or waiver is in writing and is
signed, in the case of an amendment, by each party to this Agreement, or in the
case of a waiver, by the party against whom the waiver is to be effective. No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.
5.3 Agreement to Cooperate; Further Assurances. Subject to the terms
and conditions of this Agreement, each of the parties shall use all reasonable
efforts to take, or cause to be taken, all action and to do, or cause to be
done, all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions contemplated by
this Agreement, including providing information and using reasonable efforts to
obtain all necessary or appropriate waivers, consents and approvals, and
effecting all necessary registrations and filings. In case at any time after the
Closing any further action is necessary or desirable for GPX to purchase the
Shares Sold from Bedford or otherwise to carry out the purposes of this
Agreement, the parties shall execute such further documents and shall take such
further action as shall be necessary or desirable to effect such purchase and to
otherwise carry out the purposes of this Agreement, in each case to the extent
not inconsistent with applicable law.
5.4 Expenses. Each of GPX and Bedford shall pay its own expenses
incurred in connection with the transactions contemplated hereby.
5.5 Successors and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
5.6 Governing Law. This Agreement shall be governed by and construed
in accordance with the law of the State of New York, without reference to its
conflict of laws principles.
5.7 Public Announcements. Each party agrees that, except as may be
required by applicable law or any listing agreement with any national securities
exchange, such party will not issue any press release or make any public
statement with respect to this Agreement or the transactions contemplated hereby
without obtaining the prior consent of the other party; provided that the
foregoing shall not prohibit Bedford from disclosing the existence of this
Agreement and the terms of the transactions contemplated hereby to its limited
partners.
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5.8 Section Headings. The captions and headings appearing at the
beginning of the various sections of this Agreement are for convenience of
reference only and shall not be given any effect whatsoever in the construction
or interpretation of this Agreement.
5.9 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Any party may execute this Agreement by
the delivery of a facsimile signature, which signature shall have the same force
and effect as an original signature. Any party that delivers a facsimile
signature shall promptly thereafter deliver an originally executed signature to
the other party; provided, however, that the failure to deliver an original
signature page shall not affect the validity of any signature delivered by
facsimile.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officer as of the date first
written above.
GP STRATEGIES CORPORATION
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President and
General Counsel
BEDFORD OAK PARTNERS, L.P.
Name: Xxxxxx X. Xxxxx
Title: Managing Member
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