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Exhibit 2.1
EXCHANGE AGREEMENT
This Exchange Agreement (this "Agreement") is entered into this ____
day of _______, 1996 by and among Florida Panthers Holdings, Inc., a Florida
corporation (the "Company"), Mr. H. Xxxxx Xxxxxxxx ("Xxxxxxxx"), the sole
limited partner of Florida Panthers Hockey Club, Ltd., a Florida limited
partnership (the "Partnership"), Florida Panthers Hockey Club, Inc., a Florida
corporation and the general partner of the Partnership (the "General Partner"),
Arena Development, Inc., a Florida corporation ("Arena Development"), and Arena
Operating Company, Inc., a Florida corporation ("Arena Operator").
W I T N E S S E T H:
WHEREAS, Xxxxxxxx is the sole limited partner of the Partnership and
the sole shareholder of the General Partner;
WHEREAS, the Partnership is the 99% limited partner of each of Arena
Development, Ltd., a Florida limited partnership ("Development, Ltd."), and
Arena Operating Company, Ltd., a Florida limited partnership ("Operating
Company, Ltd.");
WHEREAS, the Partnership is the sole shareholder of each of Decoma
Investment, Inc. I, a Texas corporation f/k/a BIL Development, Inc. ("Decoma
I"), and Decoma Investment, Inc. II, a Texas corporation f/k/a Linbeck Miami
Corporation ("Decoma II"), which together own approximately 78% of the
partnership interest in Decoma Miami Associates, Ltd., the operator of the
Miami Arena;
WHEREAS, Xxxxxxxx is the sole shareholder of each of Arena
Development, the general partner of Development, Ltd., and Arena Operator, the
general partner of Operating Company, Ltd.;
WHEREAS, the Company has been formed in contemplation of the public
offering (the "Public Offering") of shares of the Company's Class A common
stock, par value $.01 per share (the "Class A Common Stock"), pursuant to an
effective Registration Statement on Form S-1 (SEC File No. 333-12191);
WHEREAS, as part of the organization of the Company and in connection
with the Public Offering, Xxxxxxxx desires to exchange all of his limited
partner interest in the Partnership as well as all the outstanding capital
stock of each of the General Partner, Arena Development and Arena Operator in
exchange for 5,020,678 shares of the Company Class A Common Stock and 255,000
shares of the Company's Class B common stock, par value $.01 per share (the
"Class B Common Stock"); and
WHEREAS, upon consummation of the transactions contemplated by this
Agreement, the Company will own (i) all the limited partner interest in the
Partnership, and (ii) all the outstanding capital stock of the General Partner,
Arena Development and Arena Operator.
NOW, THEREFORE, in consideration of the mutual covenants, conditions
and agreements set forth herein, the parties hereto, intending to be legally
bound, hereby agree as follows:
SECTION 1 AGREEMENT TO EXCHANGE. Subject to the terms and
conditions of this Agreement, Xxxxxxxx agrees to exchange all of his limited
partner interest in the Partnership as well as all the outstanding capital
stock of each of the General Partner, Arena Development and Arena Operator in
exchange for 5,020,678 shares of Class A Common Stock and 255,000 shares of
Class B Common Stock. The consummation of the transactions contemplated hereby
shall occur immediately prior to the consummation of the Public Offering.
SECTION 2 REGISTRATION. The Company hereby agrees to file on
behalf of Xxxxxxxx a Registration Statement on Form S-1 registering 5,020,678
shares of Class A Common Stock upon request by Xxxxxxxx. The Company hereby
agrees to bear all costs relating to the registration of the 5,020,678 shares
of Class A Common Stock owned by Xxxxxxxx, including attorney's fees.
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SECTION 3 REPRESENTATIONS AND WARRANTIES. The Company, the
General Partner, Arena Development and Arena Operator (collectively, the
"Representing Parties") hereby represent and warrant that (a) each of the
Representing Parties has all power and authority necessary to execute and
deliver this Agreement and perform its obligations hereunder; (b) the
execution, delivery and performance of this Agreement by each of the
Representing Parties will not constitute a default under any agreement or
instrument, or any order, rule or regulation of any court or governmental
agency having jurisdiction over the Representing Parties or their property; and
(c) no consent, authorization or order of, or filing or registration with, any
court or governmental agency is required for the execution, delivery and
performance of this Agreement by the Representing Parties. The Company further
represents and warrants that the execution, delivery and performance of this
Agreement will not conflict with, or result in the creation or imposition of,
any lien, charge or encumbrance upon shares of the Class A and Class B Common
Stock to be issued by the Company.
SECTION 4 NOTICES. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be deemed to have
been given if sent by registered or certified mail, first class postage
prepaid, return receipt requested, to the address of such parties set forth
below or such other future address as may be specified by any party by notice
to all of the other parties. Such communications may also be given by personal
delivery, by facsimile or by regular mail, but shall be effective only if and
when actually received.
If to Holdings, at:
Florida Panthers Holdings, Inc.
000 X.X. Xxxxx Xxxxxx, Xxxxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Fax: (000) 000-0000
Attn: Xxxxxx X. Xxxxxx
If to Xxxxxxxx, the General Partner, Arena Development or Arena
Operator, at:
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Fax: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxx
SECTION 5 AMENDMENT. This Agreement may not be modified,
amended, altered or supplemented except upon execution and delivery of a
written agreement executed by the parties hereto.
SECTION 6 MISCELLANEOUS.
(a) The provisions hereof shall be binding upon and inure
to the benefit of the parties and their respective heirs, personal
representatives, successors and permitted assigns.
(b) This Agreement may not be assigned without the prior
written consent of the parties hereto.
(c) This Agreement and the additional documents
referenced herein merge all prior negotiations and agreements among the parties
relating to the subject matter hereof and constitute the entire agreement among
the parties relating to such subject matter. No prior or contemporaneous
agreements, except as specified herein, written or oral, relating to such
subject matter shall be binding.
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(d) Each party hereto specifically covenants and agrees
that it will execute such other and further instruments and documents as are or
may become necessary or convenient to effectuate and carry out the provisions
of this Agreement.
(e) This Agreement may be executed simultaneously in
multiple counterparts, all of which together shall constitute one and the same
instrument.
(f) This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
instrument as of the date first above written.
FLORIDA PANTHERS HOLDINGS, INC.
By:
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Name:
Title:
H. XXXXX XXXXXXXX
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FLORIDA PANTHERS HOCKEY CLUB, INC.
By:
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Name:
Title:
ARENA DEVELOPMENT, INC.
By:
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Name:
Title:
ARENA OPERATING COMPANY, INC.
By:
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Name:
Title:
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