Exhibit 99.11
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT dated as of April 14, 1997 (this
"Agreement") is made and entered into by and between Apollo Investment Fund
III, L.P., a Delaware limited partnership, Apollo Overseas Partners III,
L.P., a Delaware limited partnership, and Apollo (U.K.) Partners III, L.P.,
an English limited partnership (collectively, "Apollo"), and Blackstone
Capital Partners II Merchant Banking Fund L.P., a Delaware limited
partnership, Blackstone Offshore Capital Partners II L.P., a Cayman Islands
limited partnership, and Blackstone Family Investment Partnership II L.P., a
Delaware limited partnership (collectively, "Blackstone" and, together with
Apollo, "Purchasers"), and TPG Partners, L.P., a Delaware limited partnership
("TPG Partners"), and TPG Parallel I, L.P., a Delaware limited partnership
("TPG Parallel" and together with TPG Partners, "Sellers"). Capitalized
terms not otherwise defined herein have the meanings set forth in
Section 9.1.
WHEREAS, Sellers own collectively 11,776,765 shares of common
stock, par value $.01 per share, of Allied Waste Industries, Inc., a Delaware
corporation (the "Company"), constituting approximately 15.6% of the issued
and outstanding shares of capital stock of the Company as of the date hereof
(such shares being referred to herein as the "Shares");
WHEREAS, Sellers desire to sell, and Purchasers desire to purchase,
the Shares on the terms and subject to the conditions set forth in this
Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
ARTICLE I
SALE OF SHARES AND CLOSING
1.1 Purchase and Sale. At the Closing, on the terms and subject
to the conditions set forth in this Agreement, each Seller agrees to sell to
Purchasers all of the right, title and interest of such Seller in and to the
Shares, and the Purchasers jointly and severally agree to purchase from the
Sellers all of such Shares.
1.2 Purchase Price. The purchase price for the Shares is $9.50
per share, or $111,879,267.50 in the aggregate (the "Purchase Price"),
payable in immediately available United States funds at the Closing in the
manner provided in Section 1.3.
1.3 Closing. The Closing will take place at the offices of Xxxxx,
Xxxx & Xxxxxxx, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Texas, or at such
other place as Purchasers and Sellers mutually agree, at 10:00 A.M. local
time, on the Closing Date. At the Closing, Purchasers will pay the Purchase
Price by wire transfer of immediately available funds to such account or
accounts as Sellers may reasonably direct by written notice delivered to
Purchasers by Sellers at least one (1) Business Day before the Closing Date.
Simultaneously, each Seller will assign and transfer to Purchasers all of
such Seller's right, title and interest in and to the Shares by delivering to
Purchasers a certificate or certificates representing such Shares, in genuine
and unaltered form, duly endorsed in blank or accompanied by duly executed
stock powers endorsed in blank, with requisite stock transfer tax stamps, if
any, attached.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
Each Seller, jointly and severally, hereby represents and warrants
to Purchasers as follows:
2.1 Organization of Seller. Seller is a limited partnership duly
organized, validly existing and in good standing under the laws of the State
of Delaware. Seller has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder and to consummate the
transactions contemplated hereby, including without limitation to own, hold,
sell and transfer (pursuant to this Agreement) the Shares.
2.2 Title to Shares. TPG Partners and TPG Parallel own 10,709,637
and 1,067,128 Shares, respectively (such amounts representing all of the
Shares and any other equity equivalents owned directly or indirectly by
Sellers or any of their affiliates), and each Seller is the sole record and
beneficial owner of such Shares, free and clear of all Liens. The delivery
of a certificate or certificates at the Closing representing the Shares in
the manner provided in Section 1.3 will transfer to Purchasers good and valid
title to the Shares, free and clear of all Liens (except such as may be
imposed on the Shares by the Purchasers).
2.3 Authority. The execution and delivery by Seller of this
Agreement and the performance by Seller of its obligations hereunder have
been duly and validly authorized, no other action on the part of Seller, its
general partner or their respective partners and stockholders being
necessary. This Agreement has been duly and validly executed and delivered
by Seller and constitutes a legal, valid and binding obligation of Seller
enforceable against Seller in accordance with its terms, except to the extent
such enforceability may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting
generally the enforcement of creditors' rights and (ii) the availability of
equitable remedies (whether in a proceeding in equity or at law).
2.4 No Conflicts. The execution and delivery by Seller of this
Agreement do not, and the performance by Seller of its obligations under this
Agreement and the consummation of the transactions contemplated hereby will
not:
(a) conflict with or result in a violation or breach of any of the
terms, conditions or provisions of the partnership agreement, certificate or
articles of incorporation or by-laws (or other comparable organizational
documents) of Seller or their general partners;
(b) subject to making all filings, giving all notices and
obtaining all approvals required under the HSR Act, conflict with or result
in a violation or breach of any term or provision of any Law or Order
applicable to Seller or the Shares; or
(c) (i) conflict with or result in a violation or breach of,
(ii) constitute (with or without notice or lapse of time or both) a default
under, (iii) require Seller to obtain any consent from any Person as a result
or under the terms of, or (iv) result in the creation or imposition of any
Lien (other than such Liens as may be created by this Agreement) upon Seller
or the Shares under, any Contract to which Seller is a party.
2.5 Governmental Approvals and Filings. Other than the filing of
a Schedule 13D and applicable forms under Section 16 as required under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), no consent,
approval or action of, filing with or notice to any Governmental or
Regulatory Authority on the part of Seller is required in connection with the
execution, delivery and performance of this Agreement or the consummation of
the transactions contemplated hereby.
2.6 Legal Proceedings. There are no Actions or Proceedings
pending or, to the knowledge of Seller, threatened against, relating to or
affecting Seller (or to the knowledge of Seller, the Company) which could
reasonably be expected to result in the issuance of an Order restraining,
enjoining or otherwise prohibiting or making illegal the consummation of any
of the transactions contemplated by this Agreement.
2.7 Brokers. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried out by Seller directly
with Purchasers without the intervention of any Person on behalf of Seller in
such manner as to give rise to any valid claim by any Person against
Purchasers or the Company for a finder's fee, brokerage commission or similar
payment.
2.8 Agreements Relating to Shares. Other than documents listed on
Schedule 2.8 (the "Seller Agreements"), true and complete copies of which
have been filed with the Securities and Exchange Commission and made
available to Purchasers, and other than the respective partnership agreements
of each Seller, there are no (i) Contracts or other arrangements concerning
the acquisition, disposition or the voting of the Shares, (ii) options with
respect to the Shares, including without limitation any form of preemptive
rights or claims of third parties or (iii) outstanding proxies, shareholder
agreements, voting trusts, powers of attorney or comparable delegations of
authority concerning the Shares. Each Seller Agreement is valid, binding and
in full force and effect.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASERS
Each Purchaser, severally but not jointly, hereby represents and
warrants to Sellers as follows:
3.1 Organization. Purchaser is a limited partnership duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization. Purchaser has full power and authority to
execute and deliver this Agreement, to perform its obligations hereunder and
to consummate the transactions contemplated hereby.
3.2 Authority. The execution and delivery by Purchaser of this
Agreement, and the performance by Purchaser of its obligations hereunder,
have been duly and validly authorized, no other action on the part of
Purchaser, its general partner or their respective partners and stockholders
being necessary. This Agreement has been duly and validly executed and
delivered by Purchaser and constitutes a legal, valid and binding obligation
of Purchaser enforceable against Purchaser in accordance with its terms,
except to the extent such enforceability may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting generally the enforcement of creditors' rights and (ii) the
availability of equitable remedies (whether in a proceeding in equity or at
law).
3.3 No Conflicts. The execution and delivery by Purchaser of this
Agreement do not, and the performance by Purchaser of its obligations under
this Agreement and the consummation of the transactions contemplated hereby
will not:
(a) conflict with or result in a violation or breach of any of the
terms, conditions or provisions of the partnership agreement, certificate or
articles of incorporation or by-laws (or other comparable organizational
documents) of Purchaser or its general partner;
(b) subject to making all filings, giving all notices and
obtaining all approvals required under the HSR Act, conflict with or result
in a violation or breach of any term or provision of any Law or Order
applicable to Purchaser;
(c) (i) conflict with or result in a violation or breach of,
(ii) constitute (with or without notice or lapse of time or both) a default
under, or (iii) require Purchaser to obtain any consent from any Person as a
result or under the terms of, any Contract to which Purchaser is a party.
3.4 Governmental Approvals and Filings. Other than filings,
notices and approvals required under the HSR Act or the Exchange Act, no
consent, approval or action of, filing with or notice to any Governmental or
Regulatory Authority on the part of Purchaser is required in connection with
the execution, delivery and performance of this Agreement or the consummation
of the transactions contemplated hereby.
3.5 Legal Proceedings. There are no Actions or Proceedings
pending or, to the knowledge of Purchaser, threatened against, relating to or
affecting Purchaser which could reasonably be expected to result in the
issuance of an Order restraining, enjoining or otherwise prohibiting or
making illegal the consummation of any of the transactions contemplated by
this Agreement.
3.6 Purchase for Investment. The Shares will be acquired by
Purchaser (or, if applicable, its permitted assigns hereunder) for its own
account for the purpose of investment, it being understood that the right to
dispose of such Shares shall be entirely within the discretion of Purchaser
(or such assignee, as the case may be).
3.7 Brokers. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried out by Purchaser directly
with Sellers without the intervention of any Person on behalf of Purchaser in
such manner as to give rise to any valid claim by any Person against Sellers
or the Company for a finder's fee, brokerage commission or similar payment,
except for Xxxxxxx Xxxxx & Co., whose fees and expenses will be paid by
Purchaser.
ARTICLE IV
COVENANTS OF SELLERS
Each Seller covenants and agrees with Purchasers that:
4.1 Certain Restrictions. During the term hereof, Seller will not
vote the Shares in any manner that would have a material adverse effect on
Business or Condition of the Company or vote for any material transaction not
otherwise in the ordinary course of business of the Company.
4.2 Notice and Cure. Seller will notify Purchasers in writing of,
and contemporaneously will provide Purchasers with true and complete copies
of any and all information or documents relating to, and will use all
commercially reasonable efforts to cure before the Closing, any event,
transaction or circumstance, as soon as practicable after it becomes known to
Seller, occurring after the date of this Agreement that causes or will cause
any covenant or agreement of Seller under this Agreement to be breached or
that renders or will render untrue any representation or warranty of Seller
contained in this Agreement as if the same were made on or as of the date of
such event, transaction or circumstance.
ARTICLE V
COVENANTS OF PURCHASERS
Each Purchaser covenants and agrees with Sellers that:
5.1 HSR. Purchaser will within ten Business Days file a
notification under the HSR Act, and will promptly take all reasonable actions
to obtain all approvals required under the HSR Act in connection with the
transactions contemplated by this Agreement.
5.2 Notice and Cure. Purchaser will notify Sellers in writing of,
and contemporaneously will provide Sellers with true and complete copies of
any and all information or documents relating to, and will use all
commercially reasonable efforts to cure before the Closing, any event,
transaction or circumstance, as soon as practicable after it becomes known to
Purchaser, occurring after the date of this Agreement that causes or will
cause any covenant or agreement of Purchaser under this Agreement to be
breached or that renders or will render untrue any representation or warranty
of Purchaser contained in this Agreement as if the same were made on or as of
the date of such event, transaction or circumstance. No notice given
pursuant to this Section shall have any effect on the representations,
warranties, covenants or agreements contained in this Agreement for purposes
of determining satisfaction of any condition contained herein.
ARTICLE VI
CONDITIONS TO OBLIGATIONS OF PURCHASERS
The obligation of Purchasers hereunder to purchase the Shares is
subject to the fulfillment, at or before the Closing, of each of the
following conditions (all or any of which may be waived in whole or in part
only by Purchasers in their sole discretion):
6.1 Representations and Warranties. Each of the representations
and warranties made by Sellers in this Agreement (other than those made as of
a specified date earlier than the Closing Date) shall be true and correct in
all material respects on and as of the Closing Date as though such
representation or warranty was made on and as of the Closing Date, and any
representation or warranty made as of a specified date earlier than the
Closing Date shall have been true and correct in all material respects on and
as of such earlier date.
6.2 Performance. Sellers shall have performed and complied with,
in all material respects, each agreement, covenant and obligation required by
this Agreement to be so performed or complied with by Sellers at or before
the Closing.
6.3 Regulatory Consents and Approvals. All approvals (or
terminations or expirations of waiting periods) required under the HSR Act
necessary for the consummation of the transactions contemplated by this
Agreement shall have been obtained (or terminated or expired).
6.4 Delivery of Shares. All of the Shares, and not just a portion
thereof, shall have been delivered for sale by Sellers.
6.5 Assignment of Registration Rights. Sellers shall have validly
assigned to Purchasers, to the fullest extent permitted under the Seller
Agreements, all of Sellers' registration rights relating to the Shares;
provided that Purchasers shall execute and deliver to the Company a written
undertaking to comply with the obligations imposed on the holder of such
registration rights under the Seller Agreements.
6.6 Board Resignations. Each of Xxxxx X. Xxxxxxx, Xxxxxxx X.
Xxxx, Xxxx X. Xxxxx and Xxxxxxx X. Xxxxxx, representing all of Sellers'
designees or affiliates on the Board of Directors, (or any other person who
shall replace or succeed such person as a member of the Board of Directors of
the Company) shall have resigned from the Board of Directors of the Company.
ARTICLE VII
CONDITIONS TO OBLIGATIONS OF SELLERS
The obligations of Sellers hereunder to sell the Shares are subject
to the fulfillment, at or before the Closing, of each of the following
conditions (all or any of which may be waived in whole or in part by Sellers
in their sole discretion):
7.1 Representations and Warranties. Each of the representations
and warranties made by Purchasers in this Agreement shall be true and correct
in all material respects on and as of the Closing Date as though such
representation or warranty was made on and as of the Closing Date.
7.2 Performance. Purchasers shall have performed and complied
with, in all material respects, each agreement, covenant and obligation
required by this Agreement to be so performed or complied with by Purchasers
at or before the Closing.
7.3 Regulatory Consents and Approvals. All approvals (or
terminations or expirations of waiting periods) required under the HSR Act
necessary for the consummation of the transactions contemplated by this
Agreement shall have been obtained (or terminated or expired).
ARTICLE VIII
TERMINATION
8.1 Termination. This Agreement may be terminated, and the
transactions contemplated hereby may be abandoned:
(a) at any time before the Closing, by mutual written agreement of
Sellers and Purchasers; or
(b) at any time after June 15, 1997 by Sellers or Purchasers upon
notification of the non-terminating party by the terminating party if the
Closing shall not have occurred on or before such date and such failure to
consummate is not caused by a breach of this Agreement by the terminating
party.
ARTICLE IX
DEFINITIONS
9.1 Definitions. (a) Defined Terms. As used in this Agreement,
the following defined terms have the meanings indicated below:
"Actions or Proceedings" means any action, suit, proceeding,
arbitration or Governmental or Regulatory Authority investigation or audit.
"Business or Condition of the Company" means the business,
condition (financial or otherwise), results of operations, assets and
properties and prospects of the Company taken as a whole.
"Business Day" means a day other than Saturday, Sunday or any other
day on which banks located in the States of New York, Texas or California are
authorized or obligated to close.
"Closing" means the closing of the transactions contemplated by
Section 1.3.
"Closing Date" means (a) the first Business Day after the day on
which the last of the approval or waiting period described in Section 6.3 and
Section 7.3 has been obtained or has expired, as applicable, or (b) such
other date as Purchasers and Sellers mutually agree upon in writing.
"Company" means Allied Waste Industries, Inc., a Delaware
corporation. Unless the context requires otherwise, all references to the
Company herein shall be deemed to include all of the consolidated
subsidiaries of the Company.
"Contract" means any agreement, lease, license, evidence of
indebtedness, mortgage, indenture, security agreement or other contract
(whether written or oral).
"Governmental or Regulatory Authority" means any court, tribunal,
arbitrator, authority, agency, commission, official or other instrumentality
of the United States, any foreign country or any domestic or foreign state,
county, city or other political subdivision.
"HSR Act" means Section 7A of the Xxxxxxx Act (Title II of the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended) and the
rules and regulations promulgated thereunder.
"Laws" means all laws, statutes, rules, regulations, ordinances and
other pronouncements having the effect of law of the United States, any
foreign country or any domestic or foreign state, county, city or other
political subdivision or of any Governmental or Regulatory Authority.
"Liens" means any mortgage, pledge, assessment, security interest,
lease, lien, adverse claim, levy, charge or other encumbrance of any kind, or
any conditional sale Contract, title retention Contract or other Contract to
give any of the foregoing.
"Order" means any writ, judgment, decree, injunction or similar
order of any Governmental or Regulatory Authority (in each such case whether
preliminary or final).
"Person" means any natural person, corporation, general
partnership, limited partnership, proprietorship, other business
organization, trust, union, association or Governmental or Regulatory
Authority.
ARTICLE X
MISCELLANEOUS
10.1 Further Assurances. Sellers and Purchasers will execute and
deliver at the Closing each agreement and other document that such party is
required hereby to execute and deliver as a condition to the Closing, and
will take all commercially reasonable steps necessary or desirable and
proceed diligently and in good faith to satisfy each condition to the
obligations of such party contained in this Agreement and will not take or
fail to take any action that could reasonably be expected to result in the
nonfulfillment of any such condition. At the Closing and from time to time
thereafter, Sellers and Purchasers shall execute and deliver such other
documents and instruments (including officers' certificates and opinions of
counsel), provide such materials and information and take such other actions
as may be reasonably requested to cause such party to fulfill its obligations
under this Agreement.
10.2 Entire Agreement. This Agreement supersedes all prior
discussions and agreements between the parties with respect to the subject
matter hereof, and contains the sole and entire agreement between the parties
hereto with respect to the subject matter hereof.
10.3 Amendment. This Agreement may be amended, supplemented or
modified only by a written instrument duly executed by or on behalf of each
party hereto.
10.4 Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies
at law or in equity. Notwithstanding the foregoing, the parties acknowledge
that it will be impossible to measure in money the damage caused by any
failure of either party to comply with its agreements set forth herein, that
each such agreement is material, and that in the event of any such failure,
the other party will not have an adequate remedy at law or in damages.
Therefore, each party consents to the issuance of an injunction or the
enforcement of other equitable remedies against such party at the suit of the
other party, without bond or other security, to compel performance of all of
the terms hereof, and each party hereby waives the defense of availability of
relief in damages.
10.5 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
a Contract executed and performed in such State, without giving effect to the
conflicts of laws principles thereof.
10.6 Counterparts. This Agreement may be executed in any number
of counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officer of each party hereto as of the date
first above written.
APOLLO INVESTMENT FUND III, L.P.
APOLLO OVERSEAS PARTNERS III, L.P.
APOLLO (U.K.) PARTNERS III, L.P.
By: Apollo Advisors II, L.P.
By: Apollo Capital Management II, Inc.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
BLACKSTONE CAPITAL PARTNERS II MERCHANT BANKING FUND X.X.
XXXXXXXXXX OFFSHORE CAPITAL PARTNERS II X.X.
XXXXXXXXXX FAMILY INVESTMENT PARTNERSHIP II L.P.
By: Blackstone Management Associates II L.L.C.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Managing Director
TPG PARTNERS, L.P.
TPG PARALLEL I, L.P.
By: TPG GenPar, L.P.
By: TPG Advisors, Inc.
By: /s/ Xxxxx X. X'Xxxxx
Name: Xxxxx X. X'Xxxxx
Title: Vice President
