STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of July 21,
1998 by and between Capricorn Investors, II L.P., a Delaware limited partnership
("Purchaser"), and White River Ventures, Inc., a Delaware corporation (the
"Seller").
Seller desires to sell, and the Purchaser desires to buy, 1,337,000
shares of the Common Stock of CCC Information Services Group Inc. (the
"Company"), 72 shares of the Series C Cumulative Redeemable Preferred Stock,
$1.00 par value (the "Series C Preferred Stock"), of the Company and 407 shares
of the Series D Cumulative Redeemable Preferred Stock, $1.00 par value (the
"Series D Preferred Stock"), of the Company for an aggregate purchase price (the
"Purchase Price") of $24,999,580 plus accrued and unpaid dividends through the
date hereof with respect to the Series C Preferred Stock and Series D Preferred
Stock sold hereunder on the terms and conditions set forth in this Agreement. In
consideration of the mutual covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. DEFINED TERMS. As used in this Agreement, unless the
context otherwise requires, the following terms shall have the following
meanings:
"CLOSING" has the meaning set forth in Section 2.2.
"COMPANY" has the meaning set forth in the Preamble.
"COMMON STOCK" means the common stock of the Company, par value $0.10
per share.
"ESCROW AGENT" means State Street Bank and Trust Company, acting as
escrow agent under the Escrow Agreement.
"ESCROW AGREEMENT" means the Escrow Agreement dated as of July 21, 1998
among Purchaser, Seller and the Escrow Agent substantially in the form attached
hereto as Exhibit A.
"XXXX-XXXXX-XXXXXX ACT" means the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended, and the rules and regulations promulgated
under it.
"PERSON" means any natural person, corporation, general partnership,
limited partnership, limited liability company, union, association, court or
government agency, board or other entity or instrumentality.
"PREFERRED SHARES" means the 72 shares of Series C Preferred Stock and
407 shares of Series D Preferred Stock to be sold by WRV to Capricorn hereunder.
"PURCHASE PRICE" has the meaning set forth in the Preamble.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SERIES C PREFERRED STOCK" has the meaning set forth in the Preamble.
"SERIES D PREFERRED STOCK" has the meaning set forth in the Preamble.
"SHAREHOLDERS AGREEMENT" has the meaning set forth in Section 2.2.
"SHARES" means the shares of the Common Stock, Series C Preferred Stock
and Series D Preferred Stock to be sold by Seller, and to be purchased by the
Purchaser, at the Closing.
"STOCKHOLDERS AGREEMENT" has the meaning set forth in Section 3.3.
ARTICLE II
PURCHASE AND SALE OF THE SHARES
Section 2.1. PURCHASE AND SALE OF SHARES. Subject to and in reliance
upon the representations, warranties, terms and conditions of this Agreement,
Seller agrees to sell, transfer and assign to the Purchaser, and the Purchaser
agrees to purchase from Seller, the Shares at a price of eighteen dollars and
thirty-four cents ($18.34) per share of Common Stock and at a price equal to one
thousand dollars ($1,000) plus accrued and unpaid dividends through the date
hereof per share of Series C Preferred Stock and Series D Preferred Stock.
Section 2.2. THE CLOSING. The closing of the purchase and sale of the
Shares under this Agreement (the "Closing") will take place at the offices of
Ropes & Xxxx, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 as promptly
as practicable following the satisfaction of the conditions set forth in
Articles V and VI. At the Closing, the parties will deliver to the Escrow Agent
the appropriate notice pursuant to Section 4(d) of the Escrow Agreement, and
each party will deliver to the other the executed Shareholders Agreement (the
"Shareholders Agreement") substantially in the form attached hereto as Exhibit B
and such other documents to be delivered pursuant to Articles V and VI hereof.
Section 2.3. ESCROW. As promptly as practicable following the
execution hereof, Seller shall deliver to the Escrow Agent certificates
evidencing the Shares accompanied by stock powers duly executed in blank, with
medallion signature guarantees, if required by the Company or its transfer
agent, and simultaneously therewith, the Purchaser shall deliver to the Escrow
Agent the
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Purchase Price, all to be held and disbursed by the Escrow Agent in accordance
with the Escrow Agreement.
Section 2.4. SUBSTITUTE ECONOMIC RIGHTS. If, prior to Closing, Seller
does not obtain consents from the parties to the Stockholders Agreement with
respect to the transfer to Purchaser of the Preferred Shares (unless WRV and
Capricorn determine not to require such consents), then the Shares will no
longer include the Preferred Shares and, in lieu of transferring to Purchaser
the Preferred Shares, (a) Seller shall assign to Purchaser its entire economic
interest in the Preferred Shares including, without limitation (i) Seller's
right to receive distributions (whether by dividend, distribution or redemption)
in respect of the Preferred Shares and (ii) Seller's right to receive all
proceeds of any sale or other disposition of all or any part of the Preferred
Shares, and (b) Seller will exercise all voting rights pertaining to the
Preferred Shares, whether provided by law or by the Certificate of Incorporation
of the Company, as instructed by Purchaser.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
The Seller hereby represents and warrants to the Purchaser as follows:
Section 3.1. INCORPORATION AND GOOD STANDING. Seller is a corporation,
duly incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all requisite corporate power and
authority to own, lease and operate its properties and to conduct its business
as presently conducted.
Section 3.2. AUTHORITY AND APPROVALS. Seller has the corporate power
and authority to enter into and perform this Agreement, the Escrow Agreement and
the Shareholders Agreement, and all corporate action necessary to authorize the
execution, delivery and performance of this Agreement, the Escrow Agreement and
the Shareholders Agreement and the consummation of the transactions contemplated
hereby and thereby has been duly and validly taken. Each of the Agreement and
the Escrow Agreement has been, and, upon its execution and delivery, the
Shareholders Agreement will have been, duly and validly executed and delivered
by Seller. Assuming each of this Agreement, the Escrow Agreement and, upon its
execution and delivery, the Shareholders Agreement constitutes a valid and
binding agreement of the Purchaser, each of this Agreement and the Escrow
Agreement constitutes, and, upon its execution and delivery, the Shareholders
Agreement will constitute, a valid and binding agreement of Seller, enforceable
against Seller in accordance with its respective terms.
Section 3.3. THE SHARES. Seller is the record and beneficial owner of
at least the number of shares of Common Stock, Series C Preferred Stock and
Series D Preferred Stock proposed to be sold by Seller under this Agreement.
Except for this Agreement and the Escrow Agreement, and except for the Amended
and Restated Stockholders Agreement (the "Stockholders Agreement") dated as of
June 30, 1998 among the Company, Seller and the other stockholders
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of the Company named therein, Seller knows of no agreement, arrangement or
understanding with any other Person regarding the sale or transfer of any Shares
owned by Seller, and to Seller's knowledge, there exist no liens, claims,
options, proxies, voting arrangements, charges or encumbrances of any kind
affecting the Shares. Upon transfer of the Shares to the Purchaser at the
Closing against payment of the Purchase Price, to Seller's knowledge, Purchaser
will acquire ownership of the Shares, free and clear of all liens, claims,
options, proxies, voting agreements, charges or encumbrances of any kind
affecting the Shares, except as shall be set forth in the Shareholders Agreement
and the Stockholders Agreement.
Section 3.4. CONFLICTS. To the best of Seller's knowledge, the
execution, delivery and performance of this Agreement, the Escrow Agreement and
the Shareholders Agreement will not (x) violate, conflict with, or result in the
breach, acceleration, default or termination of, or otherwise give any other
contracting party the right to terminate, accelerate, modify or cancel any of
the terms, provisions, or conditions of the Certificate of Incorporation or
By-laws of Seller or any material agreements or instrument to which Seller is a
party or by which it or its assets may be bound other than the Stockholders
Agreement, or (y) constitute a violation of any material applicable law, rule or
regulation, or of any judgment, order, injunctive, award or decree of any court,
administrative agency or other governmental authority applicable to Seller.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
The Purchaser represents and warrants to Seller as follows:
Section 4.1. ORGANIZATION AND GOOD STANDING. The Purchaser is a
limited partnership duly organized, validly existing and in good standing under
the laws of Delaware, and has all requisite partnership power and authority to
own, lease and operate its properties and to conduct its business as presently
conducted.
Section 4.2. AUTHORIZATION OF AGREEMENT. The Purchaser has the
partnership power and authority to enter into and perform this Agreement, the
Escrow Agreement and the Shareholders Agreement, and all action necessary to
authorize the execution, delivery and performance of this Agreement, the Escrow
Agreement and the Shareholders Agreement and the consummation of the
transactions contemplated hereby and thereby has been duly and validly taken.
Each of this Agreement and the Escrow Agreement has been, and, upon its
execution and delivery, the Shareholders Agreement will have been, duly and
validly executed and delivered by Purchaser. Assuming each ofthis Agreement, the
Escrow Agreement and, upon its execution and delivery, the Shareholders
Agreement constitutes a valid and binding obligation of Seller, each of this
Agreement and the Escrow Agreement constitutes, and, upon its execution and
delivery, the Shareholders Agreement will constitute, a valid and binding
agreement of Purchaser, enforceable against the Purchaser in accordance with its
respective terms.
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Section 4.3. EXPERIENCE; PURCHASE FOR INVESTMENT; TRANSFERS. The
Purchaser has sufficient knowledge and experience in investing in companies
similar to the Company so as to be able to evaluate the risks and merits of its
investment in the Shares and is able financially to bear the risks thereof. The
Purchaser is acquiring the Shares for its own account, for investment only, and
not with a view to, or for sale in connection with, any distribution thereof,
nor with any present intention of distributing or selling such Shares, and the
Purchaser has no present or contemplated agreement, undertaking, arrangement
obligation, indebtedness, or commitment providing for the distribution or sale
thereof. The Purchaser acknowledges and agrees that the Shares have not been
registered under the Securities Act and may not be sold, pledged or otherwise
transferred by Purchaser without compliance with the registration provisions of
the Securities Act or an exemption therefrom. The Purchaser acknowledges that
the certificates representing the Shares acquired by the Purchaser pursuant to
this Agreement may bear a legend substantially as set forth in the Stockholders
Agreement, and that the certificates representing the Common Stock acquired by
the Purchaser pursuant to this Agreement will bear a legend substantially as set
forth in the Shareholders Agreement.
Section 4.4. CONFLICTS. To the best of Purchaser's knowledge, the
execution, delivery and performance of this Agreement, the Escrow Agreement and
the Shareholders Agreement will not (x) violate, conflict with, or result in the
breach, acceleration, default or termination of, or otherwise give any other
contracting party the right to terminate, accelerate, modify or cancel any of
the terms, provisions, or conditions of the Certificate or Agreement of Limited
Partnership of the Purchaser or any material agreements or instrument to which
Purchaser is a party or by which it or its assets may be bound, or (y)
constitute a violation of any material applicable law, rule or regulation, or of
any judgment, order, injunctive, award or decree of any court, administrative
agency or other governmental authority applicable to Purchaser.
ARTICLE V
CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER
The obligation of the Purchaser to purchase the Shares at the Closing
is subject to the fulfillment of each of the following conditions, any one or
more of which may be waived by the Purchaser (other than the condition set forth
in Section 5.1).
Section 5.1. CONSENTS. All waivers, consents, approvals and actions of
any governmental authority or regulatory body or other Person required to be
obtained by Seller in connection with this Agreement shall have been obtained.
Section 5.2. XXXX-XXXXX-XXXXXX ACT. The waiting period under the
Xxxx-Xxxxx-Xxxxxx Act applicable to consummation of the purchase of the Shares
pursuant to this Agreement shall have expired.
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Section 5.3. NO INJUNCTION. Neither Seller nor Purchaser shall be
subject to any order, decree or injunction of a court of competent jurisdiction
which (a) prevents or delays the consummation of the transaction contemplated by
this Agreement or (b) would impose any material limitation on the ability of the
Purchaser effectively to exercise full rights of ownership of the Shares.
Section 5.4. SHAREHOLDERS AGREEMENT. Seller shall have executed and
delivered to Purchaser the Shareholders Agreement.
ARTICLE VI
CONDITIONS TO THE OBLIGATIONS OF SELLER
The obligations of Seller under this Agreement are subject to the
fulfillment of each of the following conditions, any one or more of which may be
waived (other than the condition set forth in Section 6.1):
Section 6.1. CONSENTS. All waivers, consents, approvals and actions of
any governmental authority or regulatory body or other Person required to be
obtained in connection with the Agreement shall have been obtained.
Section 6.2. XXXX-XXXXX-XXXXXX ACT. The waiting period under the
Xxxx-Xxxxx-Xxxxxx Act applicable to purchase of the Shares pursuant to this
Agreement shall have expired.
Section 6.3. NO INJUNCTION. Neither Seller nor Purchaser shall be
subject to any order, decree or injunction of a court of competent jurisdiction
which prevents or delays the consummation of the transactions contemplated by
this Agreement.
Section 6.4. SHAREHOLDERS AGREEMENT. Purchaser shall have executed and
delivered to Seller the Shareholders Agreement.
Section 6.5. ACKNOWLEDGMENT OF STOCKHOLDER AGREEMENT. Purchaser shall
have executed and delivered to Seller an acknowledgment, substantially in the
form of Exhibit C hereto, acknowledging that the Shares are subject to the
Stockholders Agreement and the Purchaser is bound thereby.
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ARTICLE VII
MISCELLANEOUS
Section 7.1. BEST EFFORTS. Each party hereto shall use its best
efforts to satisfy the conditions precedent to the performance by such party of
its obligations under this Agreement, including but not limited to compliance
with the Xxxx-Xxxxx-Xxxxxx Act.
Section 7.2. BROKER'S OR FINDER'S FEES. Each party represents to the
other that no agent, broker, investment or commercial banker, person or firm
acting on behalf of or under the authority of such party is or will be entitled
to any broker's or finder's fee or any other commission or fee directly or
indirectly in connection with any of the transactions contemplated herein.
Section 7.3. EXPENSES. Each party hereto shall pay its own expenses
incurred in connection with this Agreement.
Section 7.4. SEVERABILITY. If any provision of this Agreement shall be
held invalid or unenforceable, each other provision hereof shall be given effect
to the extent possible without such invalid or unenforceable provision and to
that extent, the provisions of this Agreement shall be severable.
Section 7.5. NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered personally,
mailed by certified or registered mail, postage prepaid, or sent by facsimile,
with confirmation of receipt, addressed as follows:
if to Purchaser:
Capricorn Investors, II L.P.
00 Xxxx Xxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Telecopy: 000-000-0000
Attention: Xxxxxxx X. Xxxxxxx, Xx.
with a copy to:
Drake S. Tempest, Esq.
O'Melveny & Xxxxx
Citicorp Center, 54th Floor
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: 000-000-0000
if to the Seller:
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White River Ventures, Inc.
c/o Charlesbank Capital Partners, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telecopy: 000-000-0000
Attention: Xxxxx X. Xxxxx
with a copy to:
Xxxxx Xxxxxx Xxxx, Esq.
Ropes & Xxxx
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telecopy: 000-000-0000
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. All such notices, requests, demands and other
communications shall, when mailed (registered or certified mail, return receipt
requested, postage prepaid), or personally delivered, be effective four days
after deposit in the mails or when personally delivered, respectively, addressed
as aforesaid, unless otherwise provided herein and, when telecopied, shall be
effective upon actual receipt.
Section 7.6. NO ASSIGNMENT. This Agreement shall not be assignable by
either party hereto without the express written consent of the other party.
Section 7.7. MODIFICATIONS, CONSENTS AND WAIVERS. This Agreement may
not be modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by each of the parties hereto. Except
as provided in Articles V and VI of this Agreement, any party hereto may waive
compliance, with respect to any obligations owed to such party, with any
provision of this Agreement. Any waiver hereunder shall be effective only if
made in a writing signed by the party to be charged therewith and only in the
specific instance and for the purpose for which given. No failure of delay on
the part of any party in exercising any right, power, or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any further
exercise thereof or the exercise of any other right, power or privilege.
Section 7.8. NOTICE OF BREACH. Each party shall immediately notify the
other party hereto upon such party's obtaining actual knowledge of the
occurrence of any event, or the failure of any event to occur, that results in a
breach of any representation or warranty by such party or a failure by such
party to comply with any covenant, condition, or agreement contained herein.
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Section 7.9. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts,
without giving effect to the principles of conflicts of laws thereof.
Section 7.10. TERMINATION. This Agreement may be terminated by either
party, in which case the obligations of the parties under this Agreement shall
cease, if for any reason the Closing has not occurred on or before September 30,
1998. Any such termination shall not release any party from liability for any
breach occurring prior to such termination.
Section 7.11. NO PUBLICITY. Neither party hereto shall make any public
announcement of the contents of this Agreement without the consent of the other
party, except to the extent that the contents of this Agreement are already
public, unless such announcement (including any filing required by the
Securities Exchange Act of 1934, as amended) is required by law or governmental
rule or regulation, or by subpoena or other legal process. The obligations
contained in this section shall survive the Closing.
Section 7.12. EXECUTION IN COUNTERPARTS. This Agreement may be executed
by the parties individually or in counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same
agreement.
Section 7.13. HEADINGS. Article and section headings used in this
Agreement are for convenience only and shall not affect the interpretation or
construction of any provision of this Agreement.
Section 7.14. ENTIRE AGREEMENT. This Agreement and the Exhibits hereto
contain the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof and supersede all prior agreements and
understandings relating to such subject matter.
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IN WITNESS WHEREOF, the parties have caused this Stock Purchase
Agreement to be executed as of the date first above written.
CAPRICORN INVESTORS, II L.P.
By: CAPRICORN HOLDINGS, LLC
Its General Partner
By:
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Xxxxxxx X. Xxxxxxx, Xx.
Manager
WHITE RIVER VENTURES, INC.
By:
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Title: Authorized Signatory
By:
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Title: Authorized Signatory
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