STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is entered into as of
June 1, 1998 between X.X. Childs Equity Partners, L.P. (the "Seller"), RCBA
Playtex, L.P. (the "Buyer"), and Xxxxxxx X. Xxxx & Associates, Inc. (the
"Guarantor").
BACKGROUND
A. The Seller is the owner of a total of in excess of six million
(6,000,000) shares of Common Stock (the "Shares") of Playtex Products, Inc., a
Delaware corporation (the "Company").
B. Xxxxxxx X. Xxxx & Associates, L.P., a California limited partnership
("RCBA"), is the general partner of RCBA Playtex, L.P., and RCBA is also the
beneficial owner of shares of the Company through limited partnerships for which
it serves as general partner and managed accounts for which it serves as
investment adviser.
C. The Seller desires to sell, and the Buyer desires to purchase, all
of the Shares upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Basic Transaction.
(a) Purchase of Shares. Pursuant to the terms and conditions
set forth below, the Seller shall sell 6,000,000 Shares to Buyer, and Buyer
shall purchase those Shares from Seller. Seller may assign its rights in whole
or in part at any time and from time to time before the Closing to sell Shares
hereunder to any one or more of those persons listed on Schedule A hereto, so
long as (i) such assignees become signatories to this Agreement, (ii) RCBA shall
be reasonably satisfied they have the capacity to perform the obligations of
Seller in respect of their Shares, and (iii) the aggregate number of Shares
subject to this Agreement is 6,000,000. Buyer may assign its rights to purchase
some or all of its Shares to any of its Affiliates listed on Schedule B hereto,
all of whom are presently stockholders of the Company.
(b) Purchase Price. The purchase price is $13.25 per Share,
for a total purchase price of $79.5 million for the 6,000,000 Shares.
2. Conditions; Closing.
(a) Buyer's Conditions. The Buyer's obligations under this
Agreement are conditioned upon (i) the Company's execution of a Stockholders
Agreement with the Buyer, (ii) all of the Shares being sold to the Buyer, (iii)
the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Acts of
1976 ("HSR") shall have expired or been terminated, to the extent applicable,
(iv) there shall be no judgment, injunction, order or decree enjoining the Buyer
from consummating the transactions contemplated by this Agreement, (v) the
representations and warranties of Seller and the Guarantor shall be true and
correct, (vi) the Company's performance of its obligations under a certain
Letter Agreement dated June 1, 1998 with the Seller, and (vii) receipt by the
Seller of a written consent to the sale by Xxxx X. Childs and
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Xxxxxx X. Xxxxx of shares of Common Stock from Xxxxxxxxx Xxxxxx & Xxxxxxxx
International ("DLJ Consent").
(b) Seller's Conditions. The Seller's obligations under this
Agreement are conditioned upon (i) all of the Shares being bought by the Buyer,
(ii) the waiting period under the HSR shall have expired or been terminated, to
the extent, applicable, (iii) there shall be no judgment, injunction, order or
decree enjoining the Seller from consummating the transactions contemplated by
this Agreement, (iv) the representations and warranties of Buyer and Guarantor
shall be true and correct, (v) the Company's performance of its obligations
under a certain Letter Agreement dated June 1, 1998 with the Seller, and (vi)
receipt by the Seller of a written consent to the sale by Xxxx X. Childs and
Xxxxxx X. Xxxxx of shares of Common Stock from Xxxxxxxxx Lufkin & Xxxxxxxx
International ("DLJ Consent").
(c) Settlement Date. If the conditions in Sections 2(a) and
2(b) are satisfied or waived, settlement (the "Closing") shall occur one (1)
business day after the expiration or termination of the waiting period under the
HSR. In exchange for the Seller's good delivery of the Shares being transferred
at settlement, the Buyer will wire transfer immediately available funds into the
Seller's account an amount equal to the purchase price of the Shares being
transferred, pursuant to wire transfer instructions to be provided by the Seller
to RCBA.
(d) Termination. This Agreement may be terminated by Seller or
Buyer if the Closing has not occurred on or before July 31, 1998. If this
Agreement is terminated, the Agreement shall become void and of no effect,
except that any party shall remain liable for any breach of his obligations
prior to termination.
3. Representations of Seller. The Seller represents, warrants and
covenants to the Buyer that:
(a) Ownership. Such Seller owns its Shares free and clear of
any pledge, lien, charge, claim, security interest or other encumbrance of any
kind, nature or description. Seller has been assured by the Company that such
Seller's Shares are validly issued, fully paid and non-assessable.
(b) Authority and Compliance. Subject to receipt of the DLJ
Consent, such Seller has full power and authority to transfer its Shares and has
complied with or will comply with all legal requirements, if any, in connection
with the sale of its Shares. Subject to receipt of the DLJ Consent, such
transfer will not violate the rights of any third party.
(c) No Restrictions. Subject to receipt of the DLJ Consent,
the Shares being transferred by such Seller are either free of any transfer
restrictions applicable to such Seller or, if there are any transfer
restrictions, such Seller has received assurances from the Company and/or its
counsel that such restrictions will not prevent the transfer of such Shares
pursuant to the terms set forth in this Agreement.
4. Representations of Buyer. The Buyer represents, warrants and
covenants to the Seller that:
(a) Accredited. Such Buyer is or will be an accredited
investor as defined in Regulation D under The Securities Act of 1933, as amended
(the "Securities Act").
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(b) Investment Intent. The Shares being acquired by the Buyer
are being acquired for investment for Buyer's own account, and not with a view
to a prompt distribution of any part thereof.
(c) Transfer. Such Buyer understands that it must bear the
economic risk of this investment in the Shares for an indefinite period of time
because such Shares cannot be transferred by such Buyer unless such transfer is
registered under the Securities Act or an exemption from such registration is
available, and such share certificates will bear a legend to such effect.
(d) Authority and Compliance. Such Buyer has or will have full
power and authority to purchase its Shares and has complied with or will comply
with all legal requirements, if any, in connection with the purchase of its
Shares.
4A. Representations and Warranties of Guarantor. The Guarantor
represents, warrants and covenants to the Seller that:
(a) Authority. Such Guarantor has the full power and authority
to (i) unconditionally guarantee the obligations of the Buyer pursuant to this
Agreement and (ii) perform all of such obligations in the place of the Buyer in
the event the Buyer fails to so perform.
(b) Financial Capability. The Guarantor has sufficient net
worth to pay the aggregate purchase price for the Shares in accordance with the
provisions of this Agreement.
5. Miscellaneous.
(a) Further Action. Each party agrees to use best efforts to
take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable to consummate and make effective the
transactions contemplated by this Agreement.
(b) Entire Agreement; Successors and Assigns. This Agreement
constitutes the entire understanding among the parties with regard to the
subjects hereof, superseding all prior understandings, agreements,
representations and negotiations, whether oral or written. The terms and
conditions of this Agreement will inure to the benefit of, and be binding upon,
the respective executors, administrators, heirs, successors and assigns of the
parties.
(c) Choice of Law. This agreement will be interpreted and
enforced in accordance with the laws of the State of Delaware as applied to
contracts executed and performed entirely therein.
(d) Counterparts. This Agreement may be signed in any number
of counterparts and by facsimile, and when so signed and delivered will have the
same effect as if all signatures appeared on the same document.
(e) Notices. All notices required or permitted under this
Agreement must be given in writing (which may include facsimile). All notices
will be effective upon the earlier of (i) receipt (including confirmation that a
facsimile has been received) or (ii) five business days after being deposited in
the U.S. mail or two business days after being delivered to an overnight
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courier, in each case properly addressed as set forth on Schedule A or B (as the
case may be), as such address may be changed by proper notice to the other
parties.
(f) Interpretation. All parties have been assisted by counsel
in connection with this Agreement. The normal rule of construction that any
ambiguity will be resolved against the drafting party will not be used in the
interpretation of this Agreement.
(g) Gender and Number. As the context so requires, (i) the
masculine gender will include the feminine and neuter, and vice versa, and (ii)
the singular will include the plural, and vice versa.
(h) Amendment of Agreement. This Agreement may be amended only
by a written instrument signed by all of the parties.
(i) Severability. If any provision of this Agreement or the
application of any such provision to any party is held by a court of competent
jurisdiction to be contrary to law, such provision will be deemed amended to the
minimum extent possible to comply with such law, and the remaining provisions of
this Agreement will remain in full force and effect.
(j) Attorneys' Fees. If it becomes necessary for any party to
initiate legal action or any other proceeding to enforce, defend or construe
such party's rights or obligations under this Agreement, the prevailing party
will be entitled to reasonable costs and expenses, including attorneys' fees and
costs, incurred and paid in connection with such action or proceeding.
(k) Fees and Expenses. The Seller, on the one hand, and the
Buyer, on the other, shall each bear their own respective fees and costs in
connection with the negotiation and execution of this Agreement and the
consummation of the transactions contemplated hereby, including the payment of
any commission, finder's fee or similar payment because of any act or omission
by such party.
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IN WITNESS WHEREOF, the parties hereby have executed this Agreement as
of the date set forth above.
THE SELLER:
X.X. Childs Equity Partners, L.P.,
By: X.X. Childs Advisors, L.P.,
Its general partner
By: X.X. Childs Associates, L.P.,
Its general partner
By: X.X. Childs Associates, Inc.,
Its general partner
By: /s/ Xxxx X. Xxxxxx
Vice President
THE BUYER:
RCBA Playtex, L.P.
By: Xxxxxxx X. Xxxx & Associates, L.P.,
Its general partner
By: Xxxxxxx X. Xxxx & Associates, Inc.,
Its general partner
By: /s/ Xxxxxxx X. Xxxxx
Managing Director
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THE GUARANTOR:
Xxxxxxx X. Xxxx & Associates, Inc.
By: /s/ Xxxxxxx X. Xxxxx
Its: Managing Director
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SCHEDULE A
Permitted Assignees of Seller
Xxxx Family Trust 4,298
Xxxx X. Childs 272,902
Xxxxxxx X. Childs 11,786
Xxxxx X. Childs 11,786
Xxxx X. Xxxxx 5,663
Xxxxx X. Xxxxxxx 17,894
Xxxxx X. Xxxx 19,347
Xxxxxxx X. Xxxxxxx 24,773
Xxxxxxxxx X. Xxxxxxxxx 2,149
Xxxxxxxx & Xxxxx Xxxxxxxxx 1,074
Xxxxx Childs Preston 1,039
Xxxxxxx X. Xxxx 58,394
Xxxxxx X. Xxxxx 67,558
Xxxxxx X. Xxxxx 1995 Irrevcable Trust 12,221
SGS 1995 Family Limited Partnership 4,847
SGS III Family Limited Partnership 3,820
Xxxx X. Xxxxxx 17,894
Suttin Family Trust 9,043
The Xxxxx Family Investment Trust 1,827
Xxxxx Xxxxx 2,686
Xxxxxxx X. Xxxx 2,686
Xxxxxxx X. Xxxxx 5,333
Xxxxxxx Xxx 1,500
Xxxxxxxx Xxxxxxx 650
Xxxxxxx X. Xxxxx 5,333
Xxxxx X. Xxxxxxxxx 2,133
Xxxxx Xxxxx 1,875
Xxxx X. Xxxxxx 3,860
Xxx Xxxxxx 1,500
Xxxx Trust 85,330
Xxxxxx Xxxxxx 1,875
Xxx Xxxxxx 2,796
Xxxxxx X. Xxxxxx 3,199
Xxxxxx X. Xxxxx 10,666
Xxxxxx X. Xxxxxx 7,901
Xxxxxx X. Xxxxxxxx 3,929
Xxxxxx X. Xxxxxxxx 8,180
Xxx X. Xxxxxx 1,033
Xxxxxxx X. Xxxxxx 2,133
Xxxx Xxxxx 2,796
Xxxxx X. Xxxxxxx 35,314
Xxxxx X. Xxxxx 1,066
Xxxxxx X. Xxxxx 10,666
Xxxxxxxx Xxxxxxxx 2,133
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754,918
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SCHEDULE B
BUYER'S AFFILIATES
Xxxxxxx Capital Partners, X.X.
Xxxxxxx Capital Partners II, L.P.
BK Capital Partners IV, X.X.
Xxxxxxx Capital Fund (Cayman), Ltd.
Insurance Company Supported Organizations Pension Plan
United Brotherhood of Carpenters and Joiners of America Local Unions and
Councils Pension Fund
Xxx Xxxxxxxxxx Pension Trust for Southern California
The Common Fund
B-1
