SECURITIES PURCHASE AGREEMENT
EXHIBIT
2
This SECURITIES PURCHASE AGREEMENT
(this “Agreement”)
is dated as of May 1, 2009, and is by and among each of the sellers listed on
Exhibit A,
attached hereto (each, a “Seller”
and collectively, the “Sellers”),
and Starr International Company, Inc., a Panamanian corporation (“Purchaser”).
WHEREAS
each Seller desires to sell to Purchaser, and Purchaser desires to purchase from
each Seller, the number of shares of common stock, par value $2.50 per share, of
American International Group, Inc. set forth opposite such Seller’s name on
Exhibit A (the
“Shares”),
all upon the terms and subject to the conditions set forth in this
Agreement.
NOW
THEREFORE, in consideration of the mutual agreements, representations,
warranties and covenants herein contained, the parties hereto agree as
follows:
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1.
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Definitions;
Usage.
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1.1 Definitions. As
used in this Agreement, the following terms shall have the following respective
meanings:
“Actions”
means actions, proceedings, claims, suits, inquiries or
investigations.
“Agreement”
has the meaning set forth in the preamble.
“Antitrust
Approval” means the expiration or termination of any waiting period (and
any extension thereof) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of
1976 (15 U.S.C. §18a), as amended, applicable to the transactions contemplated
by this Agreement.
“Business
Day” means any day except Saturday, Sunday and any day which is a federal
legal holiday or a day on which banking institutions in the State of New York
are authorized or required by law or other governmental action to
close.
“Closing”
has the meaning set forth in Section
2.2.
“Closing
Date” has the meaning set forth in Section
2.2.
“Encumbrance”
has the meaning set forth in Section
3.3.
“Governmental
Authority” means any government, regulatory or administrative authority,
agency, commission, court or tribunal.
“Law” has
the meaning set forth in Section
3.5.
“Market
Value” means, with respect to any Share as of any date, the closing price
of a Share as reported on the New York Stock Exchange composite tape on such
date as reported by the Wall Street Journal.
“Order” has
the meaning set forth in Section
3.5.
“Person”
(whether or not capitalized) means an individual, entity, partnership, limited
liability company, corporation, association, trust, joint venture,
unincorporated organization, and any government, governmental department or
agency or political subdivision thereof.
“Purchaser”
has the meaning set forth in the preamble.
“Securities
Act” means the Securities Act of 1933, as amended, and all of the rules
and regulations promulgated thereunder.
“Seller”
has the meaning set forth in the preamble.
“Shares”
has the meaning set forth in the recitals.
“Share
Price” means a price per Share equal to the Market Value of such Share on
the Business Day immediately preceding the Closing Date; provided, however, that the
Share Price shall not be less than $1.25 per Share and shall otherwise not
exceed a price per Share to be mutually agreed upon by the parties.
1.2. Usage. For
all purposes of this Agreement, except as otherwise expressly provided or unless
the context otherwise requires, (a) all accounting terms not otherwise defined
herein have the meanings assigned under generally accepted accounting
principles, (b) all dollar amounts shall be in United States currency, (c)
unless expressly provided otherwise, all references in this Agreement to
designated “Exhibits,” “Sections” and other subdivisions are to the designated
Exhibits, Sections and other subdivisions of the body of this Agreement, (d)
pronouns of either gender or neuter shall include, as appropriate, the other
pronoun forms, (e) the words “herein,” “hereof” and “hereunder” and other words
of similar import refer to this Agreement as a whole and not to any particular
Exhibit, Section or other subdivision, (f) the terms “including,” “include” and
other variations thereof shall be deemed to be followed by the phrase “without
limitation,” and (g) the title of and the section and paragraph headings in this
Agreement are for convenience of reference only and shall not govern the
interpretation of any of the terms or provisions of this Agreement.
2. Purchase and Sale of
Shares.
2.1 Purchase and Sale of
Shares. Subject to and upon the terms and conditions set forth
in this Agreement, each Seller agrees (severally but not jointly) to sell,
assign, transfer, convey and deliver to Purchaser, and Purchaser hereby agrees
to purchase from each Seller, at the Closing, such Seller’s Shares at a per
Share price equal to the Share Price.
2.2 Closing. The
closing of the purchase and sale of the Shares (the “Closing”)
shall take place at 10:00 am (Eastern Time) at the offices of Xxxxx, Schiller
& Flexner LLP, 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx,
Xxx Xxxx, XX 00000, on the date that is one (1) Business Day following the date
upon which all closing conditions set forth in Section 5 are
satisfied, or on such other date and at such time as may be agreed upon between
the Sellers and Purchaser (the “Closing
Date”). At the Closing, each Seller shall deliver to Purchaser
stock certificates evidencing its Shares, duly endorsed in blank or accompanied
by stock powers duly executed in blank, in form reasonably satisfactory to
Purchaser and with all required stock transfer tax stamps affixed, or such other
instruments and documents as Purchaser may reasonably deem necessary or
desirable to effect the transfer and assignment to Purchaser of such Shares,
against payment by or on behalf of Purchaser of the aggregate Share Price for
all of the Shares being sold hereunder by such Seller, by wire transfer of
immediately available funds to such account as such Seller shall designate in
writing.
3. Representations and
Warranties of Seller. Each Seller hereby represents and
warrants (severally but not jointly) to Purchaser as follows:
3.1 Incorporation. Such
Seller is a corporation or other entity duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization.
3.2 Authorization. All
corporate action on the part of such Seller, its officers and its directors
necessary for the authorization, execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated herein and
therein, has been taken. When executed and delivered by such Seller,
this Agreement shall constitute a legal, valid and binding obligation of Seller,
enforceable against such Seller in accordance with its terms, except as such may
be limited by bankruptcy, insolvency, reorganization or other laws affecting
creditors’ rights generally and by general equitable principles. Such
Seller has all requisite corporate power and authority to enter into this
Agreement and to carry out and perform its obligations under the terms
hereof.
3.3 Shares. The
Shares to be sold by such Seller under this Agreement are owned of record by
such Seller free and clear of any security interest, pledge, lien, charge,
encumbrance or other restriction on the use, voting, transfer, receipt of income
or other exercise of any attribute of ownership (each, an “Encumbrance”). Such
Seller has the sole power to vote and the full right, power and authority to
sell, transfer and deliver the Shares to be sold by such Seller under this
Agreement. Upon the Closing and registration of such Shares in the
name of Purchaser in the stock records of the Company, Purchaser will own such
Shares free and clear of all Encumbrances other than as may have been created by
or is attributable to Purchaser. Except for this Agreement, there are
no options, voting trusts, stockholder agreements, proxies or other agreements
or understandings in effect with respect to the voting or transfer of any of
such Shares.
3.4 Consents. Except
for the Antitrust Approval, all consents, approvals, orders and authorizations
required on the part of such Seller in connection with the execution or delivery
of, or the performance of the obligations under, this Agreement and the
consummation of the transactions contemplated herein, have been obtained and
will be effective as of the Closing Date.
3.5 No
Conflict. The execution, delivery and performance of this
Agreement by such Seller do not and will not (a) violate, conflict with or
result in the breach of any provision of the articles of incorporation or
by-laws (or similar organizational documents) of such Seller, (b) conflict with
or violate any statute, law, ordinance, regulation, rule, code, order,
requirement or rule of law (each, a “Law”) or order, writ,
judgment, injunction, decree, stipulation, determination or award (each, an
“Order”)
applicable to such Seller any of its assets, properties or businesses or (c)
conflict with, result in any breach of, constitute a default (or event which
with the giving of notice or lapse of time or both, would become a default)
under, require any consent under, or give to others any rights of termination,
amendment, acceleration, suspension, revocation or cancellation of, or result in
the creation of any Encumbrance on any of the Shares to be sold by such Seller
hereunder pursuant to, any note, bond, mortgage or indenture, contract,
agreement, lease, sublease, license, permit, franchise or other instrument to
which such Seller is a party or by which any of such Shares is bound or
affected.
3.6 Brokers or
Finders. Such Seller has not dealt with any broker or finder
in connection with the transactions contemplated by this Agreement, and such
Seller has not incurred and shall not incur, directly or indirectly, any
liability for any brokerage or finders’ fees or agents’ commissions or any
similar charges in connection with this Agreement or any transaction
contemplated hereby.
4. Representations and
Warranties of the Purchasers. Purchaser hereby represents and
warrants to each Seller as follows:
4.1 Incorporation. Purchaser
is a corporation duly organized, validly existing and in good standing under the
laws of Panama.
4.2 Authorization. All
corporate action on the part of Purchaser, its officers and its directors
necessary for the authorization, execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated herein and
therein, has been taken. When executed and delivered by Purchaser,
this Agreement shall constitute a legal, valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms, except as
such may be limited by bankruptcy, insolvency, reorganization or other laws
affecting creditors’ rights generally and by general equitable
principles. Purchaser has all requisite corporate power and authority
to enter into this Agreement and to carry out and perform its obligations under
its terms.
4.3 Consents. Except
for the Antitrust Approval, all consents, approvals, orders and authorizations
required on the part of Purchaser in connection with Purchaser’s execution,
delivery or performance of this Agreement and the consummation of the
transactions contemplated herein have been obtained and are effective as of the
Closing Date.
4.4 No
Conflict. The execution, delivery and performance of this
Agreement by Purchaser do not and will not (a) violate, conflict with or result
in the breach of any provision of the articles of incorporation or by-laws (or
similar organizational documents) of Purchaser, (b) conflict with or violate any
Law or Order applicable to Purchaser or any of its assets, properties or
businesses or (c) conflict with, result in any breach of, constitute a default
(or event which with the giving of notice or lapse of time or both, would become
a default) under, require any consent under, or give to others any rights of
termination, amendment, acceleration, suspension, revocation or cancellation of,
any note, bond, mortgage or indenture, contract, agreement, lease, sublease,
license, permit, franchise or other instrument or arrangement to which Purchaser
is a party, which would adversely affect the ability of Purchaser to carry out
its obligations under, and to consummate the transactions contemplated by, this
Agreement.
4.5 Brokers. Purchaser
has not retained, utilized or been represented by any broker or finder in
connection with the transactions contemplated by this Agreement, and Purchaser
has not incurred, and shall not incur, directly or indirectly, any liability for
any brokerage or finders’ fees or agents’ commissions or any similar charges in
connection with this Agreement or any transaction contemplated
hereby.
4.7 Investment
Intent. Purchaser is capable of evaluating the risk of its
investment in the Shares, has been advised by counsel as to the risk of such
investment and is able to bear the economic risk of such
investment. Purchaser is purchasing the Shares for its own account
for investment and not with a present view to any distribution thereof in
violation of applicable securities laws. Purchaser is an "accredited
investor" as defined in Rule 501(a) under the Securities Act.
5. Conditions
Precedent.
5.1. Conditions to the
Obligations of Purchaser to Consummate the Closing. The
obligation of Purchaser to consummate the Closing and to purchase and pay for
the Shares being sold by each Seller is subject to the satisfaction (or waiver
by Purchaser) of the following conditions precedent:
(a) The
representations and warranties of such Seller contained herein shall be true and
correct in all material respects on and as of the date hereof and the Closing
Date. Such Seller shall have performed or complied with all
obligations and conditions herein required to be performed or complied with by
such Seller on or prior to the Closing.
(b) No
Action challenging, or seeking to prohibit, alter, prevent or materially delay,
this Agreement or the transactions contemplated hereby shall have been
instituted before any Governmental Authority or shall be pending against or
involving such Seller.
(c) This
Agreement and the transactions contemplated hereby shall not be prohibited by
any Law or Order. All necessary consents, approvals, licenses,
permits, orders and authorizations of, or registrations, declarations and
filings with, any Governmental Authority or of or with any other Person with
respect to any of the transactions contemplated hereby, including the Antitrust
Approval, shall have been duly obtained or made and shall be in full force and
effect.
5.2. Conditions to the Obligation
of Seller to Consummate the Closing. The obligation of each Seller to
consummate the Closing and to sell such Seller’s Shares to Purchaser at the
Closing is subject to the satisfaction (or waiver by such Seller) of the
following conditions precedent:
(a) The
representations and warranties of Purchaser contained herein shall be true and
correct in all material respects on and as of the date hereof and the Closing
Date. Purchaser shall have performed all obligations and conditions
herein required to be performed or complied with by Purchaser on or prior to the
Closing.
(b) No
Action challenging, or seeking to prohibit, alter, prevent or materially delay,
this Agreement or the transactions contemplated hereby shall have been
instituted before any Governmental Authority or shall be pending against or
involving Purchaser.
(c) This
Agreement and the transactions contemplated hereby shall not be prohibited by
Law or Order. All necessary consents, approvals, licenses, permits,
orders and authorizations of, or registrations, declarations and filings with,
any Governmental Authority or of or with any other Person with respect to any of
the transactions contemplated hereby including the Antitrust
Approval, shall have been duly obtained or made and shall be in full
force and effect.
6. Miscellaneous
Provisions.
6.1 Notices.
(a) Any
notices, reports or other correspondence (hereinafter collectively referred to
as “correspondence”) required or permitted to be given hereunder shall be given
in writing and shall be deemed given if sent by certified or registered mail
(return receipt requested), overnight courier or telecopy (with confirmation of
receipt), or delivered by hand to the party to whom such correspondence is
required or permitted to be given hereunder
(b) All
correspondence to each Seller shall be addressed to the address set forth
beneath such Seller’s name on Exhibit
A.
(c) All
correspondence to Purchaser shall be addressed as follows:
Starr International Company,
Inc.
101 Xxxxxxxxxxxxx
XX 0000
Xxx
Xxxxxxxxxxx
(d) Any
entity may change the address to which correspondence to it is to be addressed
by notification as provided for herein.
6.2 Expenses. Each
party shall pay all costs and expenses that it incurs with respect to the
negotiation, execution, delivery and performance of this Agreement.
6.3 Severability. Should
any part or provision of this Agreement be held unenforceable or in conflict
with any Law, the invalid or unenforceable part or provisions shall be replaced
with a provision which accomplishes, to the extent possible, the original
business purpose of such part or provision in a valid and enforceable manner,
and the remainder of this Agreement shall remain binding upon the parties
hereto.
6.4 Governing
Law. This Agreement shall be governed by the laws of the State
of New York without giving effect to the conflict of law principles
thereof.
6.5 Waiver. No
waiver or delay in exercising of any term, provision or condition of this
Agreement, whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or be construed as, a further or continuing waiver of any such
term, provision or condition or as a waiver of any other term, provision or
condition of this Agreement.
6.6 Assignment. The
rights and obligations of the parties under this Agreement shall not be assigned
by either party without the prior written consent of the other party, and any
such assignment without the prior written consent of the other party shall be
null and void. Subject to the foregoing, this Agreement shall be binding upon
and shall inure to the benefit of the parties and their respective successors
and assigns.
6.7 Entire
Agreement. This Agreement, the exhibits and schedules hereto
and the other documents delivered pursuant hereto constitutes the entire
agreement between the parties hereto respecting the subject matter hereof and
supersedes all prior agreements, negotiations, understandings, representations
and statements respecting the subject matter hereof, whether written or
oral.
6.8 Amendments. Any
amendment, supplement or modification of or to any provision of this Agreement
and any waiver of any provision of this Agreement shall be effective only if
made or given in writing and signed by Seller and Purchaser.
6.9 Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
document. The parties hereto confirm that any facsimile copy of
another party’s executed counterpart of this Agreement (or its signature page
thereof) will be deemed to be an executed original thereof.
6.10 Termination. This
Agreement may be terminated at any time prior to the Closing by mutual written
consent of the parties hereto.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the parties hereto have executed this Securities Purchase
Agreement under seal as of the day and year first above written.
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SELLER:
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X.
X. XXXXX & CO., INC.
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By:
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/s/Xxxxxx
X. Lundqvist
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Name:
Xxxxxx X. Lundqvist
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Title:
Director, Executive Vice President & General
Counsel
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X.
X. XXXXX & CO., INC. TRUST
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By:
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/s/Xxxxxx
X. Lundqvist
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Name:
Xxxxxx X. Lundqvist
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Title:
Attorney-in-Fact
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THE
XXXXXXX X. AND XXXXXXX X. XXXXXXXXX FOUNDATION
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By:
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/s/Xxxxxxx
X. Xxxxxxxxx
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Name:
Xxxxxxx X. Xxxxxxxxx
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Title:
Director
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XXXXXXX
X. AND XXXXXXX X. XXXXXXXXX JOINT TENANCY COMPANY, LLC
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By:
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/s/Xxxxxxx
X. Xxxxxxxxx
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Name: Xxxxxxx X.
Xxxxxxxxx
Title: Member
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XXXXXXX
X. XXXXXXXXX
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By:
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/s/Xxxxxxx
X. Xxxxxxxxx
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UNIVERSAL
FOUNDATION, INC.
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By:
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/s/Xxxxxx
Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title:
President
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PURCHASER:
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STARR
INTERNATIONAL COMPANY, INC.
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By:
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/s/Xxxxxx
X. Xxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxx
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Title:
Director
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EXHIBIT
A
SHARES
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Seller
/ Address
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Shares
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X.X.
Xxxxx & Co., Inc.
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
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10,492,652
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X.X.
Xxxxx & Co., Inc. Trust
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
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8,580,850
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The
Xxxxxxx X. and Xxxxxxx X. Xxxxxxxxx Foundation
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
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989,308
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Xxxxxxx
X. and Xxxxxxx X. Xxxxxxxxx Joint Tenancy Company, LLC
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
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25,269,689
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Xxxxxxx
X. Xxxxxxxxx
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
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12,888,666
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Universal
Foundation, Inc.
000
Xxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
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2,112,119
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