EQUITY COMMITMENT LETTER April 6, 2018
Exhibit 7.10
EXECUTION VERSION
April 6, 2018
Teamsport Topco Limited
c/o Vistra Alternative Investments Services Pte. Ltd.
0 Xxxxxxx Xxxxx
#13-01 One Raffles Place
Singapore 048616
Facsimile: x00 0000 0000
Email: xxxx.xx@xxxxxx.xxx
Attention: BPEA Vistra Team
Ladies and Gentlemen:
This letter agreement sets forth the commitment of MBK Partners Fund IV, L.P., a limited partnership organized and existing under the Laws of the Cayman Islands (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Teamsport Topco Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among eHi Car Services Limited (the “Company”), Teamsport Parent Limited (“Parent”), a direct wholly-owned Subsidiary of Teamsport Midco Limited, a direct wholly-owned Subsidiary of Holdco (“Midco”), and Teamsport Bidco Limited, a direct wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned Subsidiary of Parent. Concurrently with the delivery of this letter agreement, each of The Baring Asia Private Equity Fund VI, L.P.1, The Baring Asia Private Equity Fund VI, L.P.2, The Baring Asia Private Equity Fund VI Co-investment L.P., RedStone Capital Management (Cayman) Limited and The Xxxxxxxx Group, Inc. (each, an “Other Sponsor” and, collectively, the “Other Sponsors”) is entering into a letter agreement substantially identical to this letter agreement (each, an “Other Sponsor Equity Commitment Letter” and, collectively, the “Other Sponsor Equity Commitment Letters”) committing to invest in Holdco. Capitalized terms used in this letter agreement and not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.
a. The Sponsor shall, at or immediately prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, equity interests of Holdco and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to US$227,011,112.00 (such amount, subject to adjustment pursuant to Section 1(b), the “Equity Commitment”), which will be (i) contributed by Holdco to Midco, (ii) contributed by Midco to Parent, and (iii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the aggregate Merger Consideration required to be paid by Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement, together with related fees and expenses; provided, that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the aggregate liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment.
b. The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor or other Affiliates of the Sponsor. The Sponsor will not be under any obligation under any circumstances to contribute or cause to be contributed more than the amount of the Equity Commitment to Holdco, Midco, Parent, Merger Sub or any other person pursuant to the terms of this letter agreement. In the event Holdco, Midco and/or Parent does not require an amount equal to the sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of the Equity Commitment to be funded under this letter agreement and the amount of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters shall be reduced by Holdco on a pro rata basis, to the level sufficient, in combination with the other financing arrangements contemplated by the Merger Agreement (including the Debt Financing and/or Alternative Financing (if applicable)), for Parent and Merger Sub to consummate the Transactions.
2. Conditions. The Equity Commitment shall be subject to (a) the satisfaction in full (or waiver, if permissible), at or prior to the Closing of each of the conditions set forth in Section 7.01 and Section 7.02 of the Merger Agreement (other than any conditions that by their nature are to be satisfied at the Closing but subject to the prior or substantially concurrent satisfaction of such conditions), (b) the substantially contemporaneous consummation of the Closing, (c) the Debt Financing and/or the Alternative Financing (if applicable) having been funded or will be funded at the Closing in accordance with the terms thereof if the Equity Financing is funded at the Closing, and (d) the substantially contemporaneous closing of the contributions contemplated by the Other Sponsor Equity Commitment Letters which shall not be modified, amended or altered in any manner adverse to the Sponsor without the Sponsor’s prior written consent; provided, that the satisfaction or failure of the condition set forth in clause (d) shall not limit or impair the ability of Holdco or the Company to seek enforcement of the obligations of the Sponsor under and in accordance with this letter agreement if (i) Holdco or the Company, as applicable, is also seeking enforcement of each Other Sponsor’s obligations under its Other Sponsor Equity Commitment Letter, and/or (ii) each Other Sponsor has satisfied or is prepared to (or will) satisfy its obligations under its Other Sponsor Equity Commitment Letter, and/or (iii) additional equity contributions will be funded to Holdco substantially contemporaneously with the funding of the Equity Commitment, on terms and conditions substantially similar to those set forth in this letter agreement and in an amount sufficient to replace any equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters that will not be funded to Holdco at such time.
4. Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (a) by Holdco or (b) by the Company in connection with it obtaining specific performance of Parent’s, Merger Sub’s or the Sponsor’s obligation to cause the funding of the Equity Commitment solely in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreement, subject to the satisfaction of the conditions set forth in Section 9.08(b) of the Merger Agreement, and subject further to Section 6 and Section 7, as though the Company were a party hereto (and the Company is a third-party beneficiary of this letter agreement only to such extent, and shall have the enforcement rights solely as provided in this clause (b)). None of Holdco’s, Midco’s, Xxxxxx’s, Xxxxxx Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. Parent is a third-party beneficiary of the first sentence of Section 5. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, the Sponsor and, to the extent provided in this Section 4, the Company and Parent, any rights or remedies under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (i) such person is also seeking enforcement of each Other Sponsor’s obligations under its Other Sponsor Equity Commitment Letter and/or (ii) each Other Sponsor has satisfied or is prepared to (or will) satisfy its obligations under its Other Sponsor Equity Commitment Letter.
6. Governing Law. This letter agreement and all disputes or controversies arising out of or relating to this letter agreement or the transactions contemplated hereby shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof.
a. Any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this letter agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 7(a). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.
b. Notwithstanding the foregoing, the parties hereto hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 7, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this letter agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 7(b) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 7(a) in any way.
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Sincerely,
MBK Partners Fund IV, L.P.
By: MBK Partners XX XX, L.P., its general partner
By: MBK XX XX, Inc., its general partner
By: | /s/ Xxxxxxx XxxxxXx Xxx | |
Name: Xxxxxxx XxxxxXx Xxx | ||
Title: Director | ||
Agreed to and accepted: | ||
Teamsport Topco Limited | ||
By: | /s/ Xxxxx Ram Xxxxxxxxx | |
Name: Xxxxx Ram Xxxxxxxxx | ||
Title: Director |
[signature page to equity commitment letter]