PURCHASE AGREEMENT
Exhibit
99.2
This
Purchase Agreement (this “Agreement”), dated as of February 9, 2006, is by and
among Xxxxxxxxx Xxxxxx, LLC. (“Xxxxxxxxx Xxxxxx”), on behalf of the client
accounts of Xxxxxxxxx Xxxxxx, as set forth on Schedule A (each a “PURCHASER” and
collectively the "PURCHASERS"), and Tanger Factory Outlet Centers, Inc. (the
“SELLER”).
WHEREAS,
the PURCHASERS, desire to purchase from SELLER, and SELLER desires to issue
and
sell to PURCHASERS, in the aggregate 280,000 shares of 7.5% Class C Preferred
Shares of SELLER, par value $25.00 per share (the “Class C Preferred Shares”),
with the number of Class C Preferred Shares acquired by each PURCHASER set
forth
on Schedule A.
NOW,
THEREFORE, in consideration of the mutual promises herein contained, the parties
hereto agree as follows:
1. Purchase
and Sale.
Subject
to the terms and conditions hereof, the PURCHASERS hereby agree to purchase
from
SELLER, and SELLER agrees to issue and sell to PURCHASERS, the Class C Preferred
Shares at a price per share of $24.51 for an aggregate purchase amount of
$6,862,800 (the “Purchase Price”).
2.
Representations
and Warranties of PURCHASER.
Each
PURCHASER represents and warrants that:
(a)
Due
Authorization.
The
PURCHASER is duly authorized to purchase the Class C Preferred Shares. This
Agreement has been duly authorized, executed and delivered by the PURCHASER
and
constitutes a legal, valid and binding agreement of the PURCHASER, enforceable
against the PURCHASER in accordance with its terms except as may be limited
by
(i) the effect of bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the rights or remedies of creditors or
(ii) the effect of general principles of equity, whether enforcement is
considered in a proceeding in equity or at law and the discretion of the court
before which any proceeding therefor may be brought.
(b) Prospectus
and Prospectus Supplement.
The
PURCHASER has received a copy of SELLER’s Prospectus dated September 7, 2005,
and Prospectus Supplement dated February 9, 2006 (collectively, the
“Prospectus”).
3.
Representations
and Warranties of SELLER.
SELLER
represents and warrants that:
(a)
Due
Authorization.
This
Agreement has been duly authorized, executed and delivered by SELLER and
constitutes a legal, valid and binding agreement of SELLER, enforceable against
SELLER in accordance with its terms except as may be limited by
(i)
the
effect of bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting the rights or remedies of creditors; or
(ii)
the
effect of general principles of equity, whether enforcement is considered in
a
proceeding in equity or at law and the discretion of the court before which
any
proceeding therefor may be brought.
(b)
Organization
and Authority.
SELLER
has been duly organized and is validly existing in good standing under the
laws
of North Carolina, with full power and authority to own or lease and occupy
its
properties and conduct its business as described in the Prospectus.
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(c)
Issuance
of the Class C Preferred Shares.
The
Class C Preferred Shares have been duly and validly authorized and, when issued
and delivered pursuant to this Agreement, will be fully paid and nonassessable
and will be listed, subject to notice of issuance, on the New York Stock
Exchange effective as of the Closing (as defined in Paragraph 6 of this
Agreement).
(d)
Absence
of Conflicts.
The
execution, delivery and performance of this Agreement and the consummation
of
transactions contemplated herein do not and will not result in the creation
or
imposition of any lien, charge or encumbrance upon any property or assets of
the
SELLER.
4.
Representations
and Warranties of Xxxxxxxxx Xxxxxx.
Xxxxxxxxx Xxxxxx hereby represents and warrants that:
(a)
It
is an
investment adviser duly registered with the Securities and Exchange Commission
under the Investment Advisers Act of 1940.
(b)
It
has
been duly authorized to act as investment adviser on behalf of each PURCHASER.
(c)
It
has
the power and authority to enter into and execute this Agreement on behalf
of
each PURCHASER.
(d)
This
Agreement has been duly executed and delivered by Xxxxxxxxx Xxxxxx and
constitutes a legal, valid and binding agreement of Xxxxxxxxx Xxxxxx,
enforceable against Xxxxxxxxx Xxxxxx in accordance with its terms except as
may
be limited by
(i)
the
effect of bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting the rights or remedies of creditors; or
(ii)
the
effect of general principles of equity, whether enforcement is considered in
a
proceeding in equity or at law and the discretion of the court before which
any
proceeding therefor may be brought.
(e) The
PURCHASERS are not acquiring the Class C Preferred Shares with a view to any
distribution thereof that would violate the Securities Act or any other
applicable securities laws.
5. Conditions
to Obligations of the Parties.
The
obligations of the parties hereto to effect the transactions contemplated by
this Agreement shall be subject to the satisfaction at the Closing (as defined
below) of the following conditions:
(a) each
of
the representations and warranties of the parties hereto shall be true and
correct in all respects;
(b)
Xxxxxxxxx
Xxxxxx shall have received the favorable opinion of counsel to the Seller as
to
valid authorization and issuance of the Shares.
6.
Closing.
The
transactions contemplated hereby shall be consummated on February 16, 2006
(such
time and date of payment and delivery being herein called the “Closing”). At the
Closing, settlement shall occur through Xxxxxx & Co. LP, or an affiliate
thereof (the “Broker”), on a delivery versus payment basis through the DTC ID
System, with the PURCHASERS to pay all Broker settlement costs.
7.
Governing
Law.
This
Agreement shall be construed in accordance with and governed by the substantive
laws of the State of New York.
8.
Entire
Agreement.
This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and may be amended only in a writing that
is executed by each of the parties hereto.
9.
Counterparts.
This
Agreement may be executed in separate counterparts, each of which shall be
deemed an original, and all of which together shall be deemed to constitute
one
and the same instrument.
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[signature
page to follow]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered as of the date first above written.
TANGER
FACTORY OUTLET CENTERS, INC.
By:
________________________
Name:
Title:
XXXXXXXXX
XXXXXX, LLC.,
on
behalf of itself and each PURCHASER set forth on Schedule A
By:
________________________
Name:
Title:
President
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