HURON CONSULTING GROUP HOLDINGS LLC 550 West Van Buren Chicago, IL 60607
Exhibit 2.2
HURON CONSULTING GROUP HOLDINGS LLC
000 Xxxx Xxx Xxxxx
Xxxxxxx, XX 00000
000 Xxxx Xxx Xxxxx
Xxxxxxx, XX 00000
July 30, 2009 |
TO THE TRUSTEES AND BENEFICIARIES OF THE
WELLSPRING PARTNERS TRUST
c/o Xxxxx X. Xxxxx
0000 Xxxxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000
WELLSPRING PARTNERS TRUST
c/o Xxxxx X. Xxxxx
0000 Xxxxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000
Re: Earn-Out Payments
Ladies and Gentlemen:
Reference is made to the Stock Purchase Agreement, dated December 29, 2006 (the “SPA”)
by and among Huron Consulting Group Holdings LLC (“Huron”), Wellspring Partners LTD and the
former shareholders of Wellspring Partners LTD identified therein (referred to herein as the
“Sellers”). Capitalized terms used herein shall have the meaning specified in the SPA.
Generally accepted accounting principles require that Huron record compensation expenses for
payments made by the Sellers or their Affiliates to employees of Huron, including employees of the
healthcare practice group of Huron because of the Sellers’ continuing entitlement to Earn-Out
Payments. As we understand it, following the Closing, the Sellers established the Wellspring
Partners Trust (the “Trust”) for the purpose of receiving Earn-Out Payments from Huron and
distributing those payments to the Sellers and others in accordance with the terms of the
Wellspring Trust Agreement, dated April 11, 2007 (as amended from time to time, the “Trust
Agreement”). The purpose of this letter agreement is to set forth our respective agreement
with respect to the future distribution of Earn-Out Payments by the Trust.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Wellspring Trust Agreement. The Trustees represent and warrant that, with effect as of
July 30, 2009, the Trust Agreement has been amended to eliminate from the distribution provisions
thereof any performance or employment criteria relative to Huron. The Trustees further represent
and warrant that attached hereto as Exhibit A is the Trust Agreement as in effect as of the
date hereof.
2. No Modifications to Distribution Provisions. The Trustees further agree that, until the
Earn-Out Payment for the Final Calculation Period shall have been distributed in full by the Trust
to the beneficiaries thereof, each of which is identified on the signature page of this letter
agreement (collectively, the “Beneficiaries”), the distribution provisions of the Trust
Agreement shall not be modified to allow distributions to be made to the Beneficiaries, other than
in accordance with their pro rata ownership interest in the Common Stock of the Company as of the
Closing Date, as adjusted to reflect the buy-out of the interest of any Seller on or occurring
prior to the date hereof.
Rand Consulting LLC
July 30, 2009
Page 2
July 30, 2009
Page 2
3. Restriction on Payments to Huron Personnel. The Trustees further agree that,
notwithstanding anything to the contrary in the SPA, the Trust will not make any payment of salary,
bonus or other amount to employees of Huron, including employees of the healthcare practice group
of Huron, during any period that such individuals are employed by Huron. Each Beneficiary further
agrees that he or she will not make any payment of salary, bonus or other amount to employees of
Huron, including employees of the healthcare practice group of Huron, during any period that such
individuals are employed by Huron. The foregoing restrictions of this paragraph shall not restrict
the Trust from making distributions of earn-out payments to the Beneficiaries in accordance with
the Trust Agreement and this letter agreement.
4. No Disclosure to Huron. Each of the Beneficiaries represents and warrants that, prior
to March 31, 2009, he/she did not disclose to Huron’s management (excluding any Beneficiaries) the
distribution methodology used by the Wellspring Trust to determine the amount of earn-out proceeds
to be distributed among the Beneficiaries, except that the direct payment of amounts to certain
Huron employees from funds which would otherwise have constituted earn-out amounts were discussed
with Huron’s management.
5. Evidence of Payments. The Trustees further agree to provide Huron or its independent
auditors, promptly following a request, such evidence of the distribution of the earn-out payments
to the Beneficiaries following the payment thereof by Huron as may be reasonably requested by Huron
or its independent auditors.
Please acknowledge your agreement to the foregoing by executing a duplicate copy of this
letter and returning an executed copy thereof via pdf to the undersigned. We appreciate your
cooperation in respect of this matter.
Sincerely, HURON CONSULTING GROUP HOLDINGS LLC |
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By: | /s/ Xxxxxxx Xxxxxxx | |||
Name: | Xxxxxxx Xxxxxxx | |||
Title: | Vice President |
Rand Consulting LLC
July 30, 2009
Page 3
July 30, 2009
Page 3
AGREED: |
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TRUSTEES:
|
BENEFICIARIES: | |||
/s/ Xxxxx Xxxxx
|
/s/ Xxxxx Xxxxx | |||
Xxxxx X. Xxxxx Trustee |
Xxxxx X. Xxxxx | |||
/s/ Xxxx X. Xxxxxxxxx
|
/s/ Xxxx X. Xxxxxxxxx | |||
Xxxx X. Xxxxxxxxx Trustee |
Xxxx X. Xxxxxxxxx | |||
/s/ Xxxxxx Xxxxxxxx
|
/s/ Xxxxxx Xxxxxxxx | |||
Xxxxxx X. Xxxxxxxx Trustee |
Xxxxxx X. Xxxxxxxx | |||
/s/ Xxxxxx Xxxxx | ||||
Xxxxxx Xxxxx |
||||
/s/ Xxxxxx Xxxx | ||||
Xxxxxx X. Xxxx |
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/s/ Xxxxxx Xxxxxxxxx | ||||
Xxxxxx X. Xxxxxxxxx |
Index of Exhibits*
Exhibit A | Wellspring Trust Agreement |
* | Exhibits to the letter agreement are not being filed herewith. The
Registrant undertakes to furnish supplementally a copy of any omitted
exhibit to the Securities and Exchange Commission upon request,
pursuant to Item 601(b)(2) of Regulation S-K. |