EXHIBIT 99.2
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).
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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
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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
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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).
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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
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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.
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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).
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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
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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
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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.
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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
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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
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