EXHIBIT 14
INVESTOR PURCHASE AGREEMENT
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THIS AGREEMENT is made as of January 31, 1995, between The Coinmach
Corporation, a Delaware corporation (the "Company"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the
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"Purchaser") and Golder, Thoma, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Fund IV, L.P. ("GTCR").
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The Company and the Purchaser desire to enter into an agreement
pursuant to which the Purchaser will purchase, and the Company will issue, 300
shares of the Company's Class A Common Stock, par value $0.01 per share (the
"Class A Common Stock"). Certain definitions are set forth in Section 5 of this
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Agreement.
Simultaneously with the execution of this Agreement, (i) each of ▇▇▇▇▇▇
Financial, Inc. ("▇▇▇▇▇▇"), ▇▇▇▇▇▇▇ National Life Insurance Company ("▇▇▇▇▇▇▇")
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and ▇▇▇▇▇▇▇ National Life Insurance Company of Michigan ("Jackson Michigan" and,
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together with ▇▇▇▇▇▇ and Jackson, the "Lenders") are entering into investor
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purchase agreements (the "Other Investor Purchase Agreements") substantially
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similar to this Agreement pursuant to which ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Jackson Michigan
will acquire shares of the Company's Class C Common Stock and (ii) each of the
President and Fellows of Harvard College ("Harvard"), MCS Capital, Inc. ("MCS"),
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MCS Capital Management, Inc. ("MCS Management"), ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇") and
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") are entering into investor purchase agreements
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substantially similar to this Agreement pursuant to which Harvard, MCS, MCS
Management, ▇▇▇▇▇ and ▇▇▇▇▇▇ will also acquire shares of the Company's Class A
Common Stock, par value $0.01 per share (the "Class A Common Stock"). The
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Heller, Jackson, Jackson Michigan, Harvard, Marrus, Blatt, MCS Management and
MCS investor purchase agreements are referred to herein as the "Other Investor
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Purchase Agreements" and along with this Agreement as the "Investor Purchase
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Agreements."
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The execution and delivery of this Agreement by the Company and
Purchaser is a condition to the purchase of 72,516 shares of Class A Common
Stock by GTCR and certain shares of the Company's Class B Common Stock, par
value $0.01 per share (the "Class B Common Stock") by certain members of the
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Company's management pursuant to purchase agreements between the Company and
each of such Persons dated as of the date hereof (along with the Investor
Purchase Agreements, the "Purchase Agreements"). The Class A Common Stock,
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Class B Common Stock, Class C Common Stock
and the Company's Class D Common Stock, par value $0.01 per share (the "Class D
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Common Stock"), are hereinafter collectively referred to as the "Common Stock".
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Certain provisions of this Agreement are intended for the benefit of, and will
be enforceable by, GTCR.
The parties hereto agree as follows:
Section 1. Authorization and Closing
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1A. Authorization of the Stock. The Company shall authorize the
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issuance to Purchaser of 300 shares of Class A Common Stock having the rights
set forth in Exhibit A attached hereto.
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1B. Purchase and Sale of Investor Stock. At the Closing (as defined in
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Section 1C below), the Company shall sell to the Purchaser and, subject to the
terms and conditions set forth herein, the Purchaser shall purchase from the
Company 300 shares of the Class A Common at a price of $144.7964 per share.
lC. The Closing. The closing of the purchase and sale of the Stock
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(the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. on January 31, 1995, or at
such other place or on such other date as may be mut(a)ually agreeable to the
Company and the Purchaser. At the Closing, the Company shall deliver to the
Purchaser stock certificates evidencing the Class A Common to be purchased by
the Purchaser, registered in the Purchaser's name, upon payment of the purchase
price thereof by a cashier's or certified check, or by wire transfer of
immediately available funds to such account as designated by the Company in the
amount of $43,438.91.
Section 2. Representations and Warranties.
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2A. Representations and Warranties of Purchaser. In connection with
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the issuance of the Investor Stock hereunder, Purchaser represents and warrants
to the Company that, in each case, as of the Closing:
(i) The Class A Common Stock to be acquired by Purchaser pursuant to
this Agreement will be acquired for Purchaser's own account and not with a
view to, or intention of, distribution thereof in violation of the
Securities Act, or
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any applicable state securities laws, and such Class A Common Stock will
not be disposed of in contravention of the Securities Act or any applicable
state securities laws.
(ii) Purchaser is able to bear the economic risk of its investment in
such Class A Common Stock for an indefinite period of time, and Purchaser
acknowledges that such Class A Common Stock has not been registered under
the Securities Act and, therefore, cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration
is available.
(iii) Purchaser has had an opportunity to ask questions and receive
answers concerning the terms and conditions of the offering of such Class A
Common Stock and has had full access to such other information concerning
the Company as it has requested.
(iv) This Agreement, the Stockholders Agreement and the Registration
Agreement constitute legal, valid and binding obligations of Purchaser,
enforceable in accordance with their terms, and the execution, delivery and
performance of this Agreement, the Stockholders Agreement and the
Registration Agreement by Purchaser does not and will not conflict with,
violate or cause a breach of any agreement, contract or instrument to which
Purchaser is a party or any law, rule, regulation, judgment, order or decree
to which Purchaser is subject.
2B. Representations and Warranties of the Company. In connection with
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the issuance of the Investor Stock hereunder, the Company represents to
Purchaser that, in each case, as of the Closing:
(i) Organization and Corporate Power. The Company is a corporation
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duly organized, validly existing and in good standing under the laws of
Delaware. The Company has all requisite corporate power and authority to
carry out the transactions contemplated by this Agreement, the Purchase
Agreements, the Stockholders Agreement and the Registration Agreement (the
"Investment Agreements"). The copies of the Company's Certificate of
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Incorporation and Bylaws which have been furnished to Purchaser's counsel
reflect all amendments
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made thereto at any time prior to the date of this Agreement and are correct
and complete.
(ii) Capital Stock and Related Matters.
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(a) As of the Closing and immediately thereafter, the authorized
capital stock of the Company shall consist of 10,000 shares which will be
designated as Preferred Stock and 108,150 shares of Common Stock, of which
77,350 shares shall be designated as Class A Common Stock, 15,500 shares
shall be designated Class B Common Stock, 7650 shares shall be designated as
Class C Common Stock and 7650 shares shall be designated as Class D Common
Stock. As of the Closing, the Company shall not have outstanding any stock
or securities convertible or exchangeable for any shares of its capital
stock or containing any profit participation features, nor shall it have
outstanding any rights or options to subscribe for or to purchase its
capital stock or any stock or securities convertible into or exchangeable
for its capital stock or any stock appreciation rights or phantom stock
plans other than pursuant to and as contemplated by this Agreement, the
Purchase Agreements, the Stockholders Agreement and the Company's
Certificate of Incorporation. As of the Closing, the Company shall not be
subject to any obligation (contingent or otherwise) to repurchase or
otherwise acquire or retire any shares of its capital stock or any warrants,
options or other rights to acquire its capital stock, except pursuant to
this Agreement, the Stockholders Agreement and the Purchase Agreements. As
of the Closing, all of the outstanding shares of the Company's capital
stock shall be validly issued, fully paid and nonassessable.
(b) There are no statutory or contractual stockholders preemptive
rights or rights of refusal with respect to the issuance of the Common Stock
hereunder, except as provided herein and in the Stockholders Agreement. The
Company has not violated any applicable federal or state securities laws in
connection with the offer, sale or issuance of any of its capital stock, and
the offer, sale and issuance of the Common Stock pursuant
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to this Agreement do not and will not require registration under the
Securities Acts.
(iii) Conduct of Business; Liabilities. Other than in the course of the
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negotiation, execution and delivery of this Agreement, the Purchase
Agreements and the other agreements contemplated hereby and thereby, prior
to the Closing, the Company has not (i) conducted any business, (ii)
incurred any expenses, obligations or liabilities (whether accrued,
absolute, contingent, unliquidated or otherwise, whether or not known to the
Company and whether due or to become due and regardless of when asserted),
(iii) owned any assets, or (iv) entered into any contracts or agreements.
Section 3. Restrictions on Transfer.
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3A. Transfer of Investor Stock.
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(i) Subject to the restrictions set forth in the remainder of this
Section 3, Investor Stock is transferable only pursuant to (a) a Public
Offering registered under the Securities Act, (b) Rule 144 or Rule 144A of
the Securities and Exchange Commission (or any similar rule or rules then in
force) if such rule or rules are available or (c) subject to the conditions
specified in Section 3A(ii) below, any other legally available means of
transfer.
(ii) In connection with the transfer of any Investor Stock (other than
a transfer described in Section 3A(i)(a) or (b) above), the holder thereof
shall deliver written notice to the Company describing in reasonable detail
the transfer or proposed transfer, together with an opinion of counsel which
(to the Company's reasonable satisfaction) is knowledgeable in securities
law matters to the effect that such transfer of Investor Stock may be
effected without registration of such Investor Stock under the Securities
Act. In addition, if the holder of the Investor Stock delivers to the
Company an opinion of counsel that no subsequent transfer of such Investor
Stock shall require registration under the Securities Act, the Company shall
promptly upon such contemplated transfer deliver new certificates for such
Investor Stock which do not bear the Securities Act legend set forth in
Section 4A hereof. If the Company is not required to deliver
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new certificates for such Investor Stock not bearing such legend, the holder
thereof shall not transfer the same until the prospective transferee has
confirmed to the Company in writing its agreement to be bound by the
conditions contained in this Section and Section 4A hereof.
(iii) Upon the request of the Purchaser, the Company shall promptly
supply to the Purchaser or its prospective transferees all information
regarding the Company required to be delivered in connection with a transfer
pursuant to Rule 144A of the Securities and Exchange Commission.
(iv) Any transfer or attempted transfer of any Investor Stock in
violation of any provision of this Agreement shall be void, and the Company
shall not record such transfer on its books or treat any purported
transferee of such Investor Stock as the owner of such Investor Stock for
any purpose.
3B. Sale Notice Prior to making any Transfer of Investor Stock,
Purchaser will give written notice (the "Sale Notice") to the Company and GTCR.
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The Sale Notice will disclose in reasonable detail the number of shares to be
transferred and the terms and conditions of the proposed Transfer and, if known,
the identity of the prospective transferee(s). Purchaser will not consummate any
such Transfer until 60 days after the Sale Notice has been given to the Company
and to GTCR, unless the parties to the Transfer have been fully determined
pursuant to this Section 3B and Sections 3C and 3D prior to the expiration of
such 60-day period. (The date of the first to occur of such events is referred
to herein as the "Authorization Date.")
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3C. First Refusal Rights. The Company may elect to purchase all (but
not less than all) of the shares of Investor Stock to be transferred upon the
same terms and conditions as those set forth in the Sale Notice by delivering a
written notice of such election to Purchaser and GTCR within 30 days after the
Sale Notice has been given to the Company. If the Company has not elected to
purchase all of the Investor Stock to be transferred, GTCR may elect to purchase
all (but not less than all) of the Investor Stock to be transferred upon the
same terms and conditions as those set forth in the Sale Notice by giving
written notice of such election to Purchaser within 60 days after the Sale
Notice has been given to GTCR. If neither the Company nor GTCR elect to purchase
all of the
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shares of Investor Stock specified in the Sale Notice, Purchaser may transfer
the shares of Investor Stock specified in the Sale Notice at a price and on
terms no more favorable to the transferee(s) thereof than specified in the Sale
Notice during the 30-day period immediately following the Authorization Date.
Any shares of Investor Stock not transferred within such 30-day period will be
subject to the provisions of this Section 3C upon subsequent transfer.
3D. Co-Sale Rights.
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(i) GTCR may elect to participate in the contemplated Transfer by
delivering written notice to Purchaser within 90 days after delivery of the
Sale Notice to GTCR. If GTCR has elected to participate in such Transfer,
Purchaser and GTCR shall be entitled to sell in the contemplated Transfer,
on the same terms and at the price calculated pursuant to subparagraph
3D(ii) below, a number of shares equal to the product of (x) the quotient
determined by dividing the number of shares of Common Stock owned by such
person by the aggregate number of shares of Common Stock owned by Purchaser
and GTCR and (y) the number of shares to be sold in the contemplated
Transfer.
For example, if the Sale Notice contemplated a sale of 100 shares by
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Purchaser, and if Purchaser was at such time the owner of 30% of the
Company's Common Stock (on a fully-diluted basis) and if GTCR elected to
participate and GTCR owned 20% of the Company's Common Stock (on a fully-
diluted basis), Purchaser would be entitled to sell 60 shares (30% / 50% x
100 shares) and GTCR would be entitled to sell 40 shares (20% / 50% x 100
shares).
Purchaser will use its best efforts to obtain the agreement of the
prospective transferee(s) to the participation of GTCR in the contemplated
transfer and will not transfer any Investor Stock to the prospective
transferee(s) if such transferee(s) refuses to allow the participation of
GTCR.
(ii) The purchase price to be paid by any transferee for shares of
Class A Common transferred in accordance with this paragraph 3D shall be
equal to the amount per share of Class A Common which such transferee has
agreed to pay to Purchaser.
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Section 4. Additional Restrictions on Transfer of Investor Stock.
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4A. Legend. The Purchaser hereby represents that it is acquiring the
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Investor Stock purchased hereunder or acquired pursuant hereto for its own
account with the present intention of holding such securities for purposes of
investment, and that it has no intention of selling such securities in a public
distribution in violation of the federal securities laws or any applicable state
securities laws; provided that nothing contained herein shall prevent the
Purchaser and subsequent holders of Investor Stock from transferring such
securities in compliance with the provisions of Section 4 hereof. Each
certificate for Investor Stock shall be imprinted with a legend in substantially
the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
AS OF JANUARY 31, 1995, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON
TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN INVESTOR PURCHASE
AGREEMENT BETWEEN THE COMPANY AND CERTAIN INVESTORS, DATED AS OF
JANUARY 31, 1995. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE
HOLDER HEREOF AT THE ISSUER'S PRINCIPAL PLACE OF BUSINESS WITHOUT
CHARGE."
4B. Opinion of Counsel. No holder of Investor Stock may sell, transfer
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or dispose of any Investor Stock (except pursuant to an effective registration
statement under the Securities Act) without first delivering to the Company an
opinion of counsel (reasonably acceptable in form and substance to the Company)
that (i) neither registration nor qualification under the Securities Act and
applicable state securities laws is required in connection with such transfer or
(ii) all such applicable registration and qualification requirements have been
satisfied.
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Section 5 Definitions.
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"Investor Stock" means (i) the Class A Common issued hereunder and
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(ii) any Common Stock issued or issuable with respect to the Common Stock
referred to in clause (i) above by way of stock dividends or stock splits or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization. As to any particular shares of Investor Stock, such
shares shall cease to be Investor Stock when they have been (a) effectively
registered under the Securities Act and disposed of in accordance with the
registration statement covering them or (b) distributed to the public through a
broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or
any similar rule then in force). Whenever any particular securities cease to be
Investor Stock, the holder thereof shall be entitled to receive from the
Company, without expense, new securities of like tenor not bearing a Securities
Act legend of the character set forth in Section 4A.
"Person" means an individual, a partnership, a corporation, an
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association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof.
"Public Offering" means the sale in an underwritten public offering
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registered under the Securities Act (other than on Form S-8 or a similar or
successor form) of shares of the Company's Common Stock approved by the Board.
"Public Sale" means any sale pursuant to a registered Public Offering
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under the Securities Act or any sale to the public pursuant to Rule 144
promulgated under the Securities Act effected through a broker, dealer or market
maker.
"Registration Agreement" means the Registration Agreement dated as of
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the date hereof among the Company, the Investors (as defined in that Agreement)
and Purchaser.
"Securities Act" means the Securities Act of 1933, as amended, or any
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similar federal law then in force.
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"Securities Exchange Act" means the Securities Exchange Act of 1934,
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as amended, or any similar federal law then in force.
"Securities and Exchange Commission" includes any governmental body or
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agency succeeding to the functions thereof.
"Stockholders Agreement" means the Stockholders Agreement dated as of
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the date hereof among the Company, the Investors (as defined in that Agreement)
and Purchaser.
"Transfer" means to sell, transfer, assign, pledge or otherwise
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dispose of (whether with or without consideration and whether voluntarily or
involuntarily or by operation of law) other than pursuant to a Public Sale or
Sale of the Company.
Section 6. Miscellaneous
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6A. Notices. Any notice provided for in this Agreement must be in
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writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by reputable overnight
courier service (charges prepaid) to each person at the address set forth below:
If to the Company:
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The Coinmach Corporation
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: President
With a Copy (which will not constitute notice to the Company) to:
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▇▇▇▇▇▇▇▇ Kill Olick & ▇▇▇▇▇▇▇▇, P.C.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
If to the Purchaser:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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If to GTCR:
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Golder, Thoma, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Fund IV, L.P.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
with a copy (which will not constitute notice to GTCR) to:
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▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attentions ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given when so delivered
or sent or, if mailed, five days after deposit in the U.S. mail.
6B. Transfers in Violation of Agreement. Any Transfer or attempted
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Transfer of any Investor Stock in violation of any provision of this Agreement
shall be void, and the Company shall not record such Transfer on its books or
treat any purported transferee of such Investor Stock as the owner of such stock
for any purpose.
6C. Severability. Whenever possible, each provision of this Agreement
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will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
6D. Complete Agreement. This Agreement, those documents expressly
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referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the
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parties and supersede and preempt any prior summaries of terms and conditions,
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.
6E. Counterparts. This Agreement may be executed in separate
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counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
6F. Successors and Assigns. Except as otherwise provided herein, this
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Agreement shall bind Purchaser and the Company and their respective successors
and permitted assigns and inure to the benefit of and be enforceable by
Purchaser, the Company, GTCR and their respective successors and permitted
assigns (including in each case subsequent holders of Purchaser's Stock);
provided that Purchaser may not assign any of its rights under any provision of
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this Agreement except as part of a Transfer of Investor Stock in accordance with
Section 3.
6G. Choice of Law. The corporate law of the State of Delaware will
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govern all questions concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity and
interpretation of this Agreement and the exhibits hereto will be governed by and
construed in accordance with the internal laws of the State of Illinois, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Illinois or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Illinois.
6H. Remedies. Each holder of Investor Stock shall have all rights and
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remedies set forth in this Agreement and the Certificate of Incorporation and
all rights and remedies which such holders have been granted at any time under
any other agreement or contract and all of the rights which such holders have
under any law. Any Person having any rights under any provision of this
Agreement shall be entitled to enforce such rights specifically (without posting
a bond or other security), to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights granted by law.
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6I. Amendment and Waiver. Except as otherwise expressly provided
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herein, the provisions of this Agreement may be amended or modified only by
written agreement of the Company, Purchaser and GTCR. No other course of dealing
between the parties or third-party beneficiaries hereof or any delay in
exercising any rights hereunder shall operate as a waiver of any rights of any
such holders.
6J. Survival of Representations and Warranties. All representations
------------------------------------------
and warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, regardless of any
investigation made by Purchaser or on its behalf or by the Company or on its
behalf.
6K. Business Days. If any time period for giving notice or taking
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action hereunder expires on a day which is a Saturday, Sunday or holiday in the
state in which the Company's chief executive office is located, the time period
shall be automatically extended to the business day immediately following such
Saturday, Sunday or holiday.
6L. Descriptive Headings; Interpretation. The descriptive headings of
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this Agreement are inserted for convenience only and do not constitute a Section
of this Agreement. The use of the word "including" in this Agreement shall be by
way of example rather than by limitation.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
THE COINMACH CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its Vice President
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GOLDER, THOMA, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
FUND IV, L.P.
By: GTCR IV, L.P.
Its: General Partner
By: Golder, Thoma, Cressey,
Rauner, Inc.
Its: General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Principal
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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