Exhibit 99.1
Execution Copy
STOCK PURCHASE AGREEMENT
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STOCK PURCHASE AGREEMENT, dated as of July 13, 2009 (the "Agreement"), by
and among LRP V Luxembourg Holdings S.a ▇.▇., a corporation incorporated under
the laws of The Grand Duchy of Luxembourg (the "Purchaser"), and Centennial
Energy Partners, L.P., a Delaware limited partnership, ▇▇▇▇ Farm Partners, L.P.,
a Delaware limited partnership, Quadrennial Partners, L.P., a Delaware limited
partnership, Centennial Energy Partners V, L.P., a Delaware limited partnership,
and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each, a "Seller" and, collectively, the "Sellers").
1. Purchase and Sale.
(a) Each Seller agrees to sell to the Purchaser, and the Purchaser agrees
to purchase from such Seller, at the Closing (as defined below) and upon the
terms and subject to the conditions, and in reliance upon the representations,
set forth herein, such number of shares as is set forth on Schedule A hereto
opposite such Seller's name (collectively, the "Shares") of the common shares of
Tesco Corporation ("Tesco", and such common shares, the "Tesco Common Stock"),
for total consideration per share of $7.45 (the "Per Share Consideration"), and
for an aggregate consideration of $37,178,599.20.
(b) In the event that, prior to the Closing, the number of outstanding
shares of Tesco Common Stock is increased or decreased as a result of any stock
dividend, stock split, stock combination, recapitalization, reclassification or
other change in corporate structure involving Tesco Common Stock or other
similar corporate action, the number of Shares subject to this Agreement and the
Per Share Consideration shall be equitably adjusted to take into account such
event. In the event that, prior to the Closing, the Tesco Common Stock is
reclassified or Tesco effects a consolidation, merger or other change in
corporate structure such that the Shares are no longer outstanding, the Sellers
shall in lieu of the obligation to deliver the Shares hereunder solely be
obligated to deliver any cash, securities, property or other assets into which
the Shares have been so reclassified or converted.
2. Purchaser's Representations and Warranties. The Purchaser hereby
represents and warrants to each Seller that:
(a) it is duly authorized to execute and deliver this Agreement and to
perform its obligations hereunder;
(b) this Agreement is a valid and binding agreement, enforceable against it
in accordance with its terms;
(c) neither the execution and delivery of this Agreement, the consummation
of the transactions contemplated hereby, nor the performance of its obligations
hereunder, will (i) result in a violation or breach of, or constitute (with or
without due notice or lapse of time or both) a default (or give rise to any
right of termination, cancellation, or acceleration) under any material
contract, agreement, instrument, commitment, arrangement or understanding to
which it is a party, (ii) require any material consent, authorization or
approval of any Person (as defined below), or (iii) violate or conflict with any
domestic or foreign law, statute, code, rule, regulation, writ, injunction or
decree applicable to it; and
(d) the Purchaser has, or will have at the applicable date or dates, all
funds necessary to pay the aggregate Per Share Consideration.
3. Sellers' Representations and Warranties. Each Seller severally (and not
jointly) represents and warrants to the Purchaser that:
(a) such Seller is duly authorized to execute and deliver this Agreement
and to perform his or its obligations hereunder and to consummate the
transactions contemplated hereby;
(b) this Agreement is a valid and binding agreement, enforceable against
such Seller in accordance with its terms;
(c) such Seller has and will have at the Closing legal and valid title to
the Shares set forth opposite its name on Schedule A hereto, free and clear of
all liens and encumbrances and has all power to vote, dispose of and exercise
all other rights with respect to such Shares, subject to the terms of this
Agreement;
(d) the sale and delivery of the Shares to the Purchaser in accordance with
the terms hereof will vest in Purchaser legal and valid title to the Shares,
free and clear of all liens and encumbrances;
(e) neither the execution and delivery of this Agreement, the consummation
of the transactions contemplated hereby, nor the performance of such Seller's
obligations hereunder, will (i) result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default (or
give rise to any right of termination, cancellation, or acceleration) under any
material contract, agreement, instrument, commitment, arrangement or
understanding to which such Seller is a party, or result in the creation of a
security interest, lien, charge, encumbrance, equity or claim with respect to
such Seller's Shares, (ii) require any material consent, authorization or
approval of any Person, or (iii) violate or conflict with any domestic or
foreign law, statute, code, rule, regulation, writ, injunction or decree
applicable to such Seller or such Seller's Shares; and
(f) to the best of each Seller's knowledge, neither the execution and
delivery of this Agreement, the consummation of the transactions contemplated
hereby, nor the performance of each Seller's obligations hereunder, will result
in a violation or breach of, or constitute (with or without due notice or lapse
of time or both) a default (or give rise to any right of termination,
cancellation or acceleration) under any policies of Tesco or any of its
subsidiaries including, but not limited to, those governing the trading of the
Shares.
4. Closing. The closing of the purchase and sale of the Shares contemplated
hereby (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ &
▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on
the first business day after the
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date that the conditions set forth in Section 5 and Section 6 hereof shall be
satisfied or waived (other than those conditions which by their nature will be
satisfied at the Closing), or such other time, date or place as the parties may
mutually agree. At the Closing:
(a) the Sellers or one of their Affiliates will sell, transfer and deliver
the Shares, via the Depository Trust Company system, free and clear of all liens
and encumbrances; and
(b) the Purchaser will purchase the Shares and deliver to the Sellers the
Per Share Consideration in respect of each Share by wire transfer of immediately
available funds to the previously designated account(s) of the Sellers.
5. Conditions to the Purchaser's Obligations. The obligations of the
Purchaser to consummate the purchase and sale of the Shares and the conveyance
of beneficial ownership therein as provided in this Agreement (the
"Transaction") are subject to (i) the representations and warranties of the
Sellers hereunder being true when made and being true in all material respects
as of the Closing as if made at and as of the date thereof, (ii) the Sellers
having complied in all material respects with all agreements and covenants
required to be performed by them hereunder at or prior to the Closing, (iii)
there not being in effect any injunction or other order issued by a court of
competent jurisdiction or governmental agency restraining or prohibiting the
consummation of the Transaction and (iv) the Purchaser having received an
opinion from the Sellers' counsel that the Transaction may be effected without
registration under the Securities Act of 1933, as amended. Notwithstanding
anything in this Agreement to the contrary, the Purchaser shall have no
obligation to purchase any Seller's Shares at the Closing unless all of the
Shares have been delivered free and clear of all liens by the Sellers upon
delivery of payment by the Purchaser
6. Conditions to the Sellers' Obligations. The obligations of the Sellers
to consummate the Transaction are subject to (i) there not being in effect any
injunction or other order issued by a court of competent jurisdiction or
governmental agency restraining or prohibiting the consummation of the
Transaction, (ii) the representations and warranties of the Purchaser hereunder
being true when made and being true in all material respects as of the Closing
as if made at and as of the date thereof, (iii) the Purchaser having complied in
all material respects with all agreements and covenants required to be performed
by them hereunder at or prior to the Closing and (iv) all consents and approvals
from all governmental and self-regulatory authorities necessary for the
consummation of the Transaction having been obtained. Notwithstanding anything
in this Agreement to the contrary, no Seller shall be obligated to sell such
Seller's Shares at the Closing unless the Purchaser purchases all of the Shares
at the Closing.
7. Certain Covenants.
(a) Each Seller and the Purchaser agrees to use commercially reasonable
efforts to cause the conditions to Closing set forth herein to be satisfied as
promptly as practicable after the date hereof and to cause the Closing to occur
in accordance with the terms hereof. At any time or times from and after the
Closing, the Sellers, on the one hand, and the Purchaser, on the other hand,
shall, at the request of the other party, execute and deliver any further
instruments
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and documents and take all such further action as such other may
reasonably request in order to evidence or effect the intents and purposes of
the Transaction.
(b) The Sellers and the Purchaser shall make all necessary filings and
other required submissions with respect to this Agreement and the consummation
of the transactions contemplated hereby, as required under applicable United
States securities laws.
(c) Neither the Purchaser nor any Seller will take any action that would
result in a breach of any covenant, representation or warranty or any other
obligation hereunder by such party. Each Seller agrees to notify Purchaser
promptly if it learns of any event that would result in a failure of the
conditions set forth in Section 5 hereof to be satisfied or that would
constitute a breach of any of its representations, warranties or covenants
hereunder. The Purchaser agrees to notify the Sellers promptly if it learns of
any event that would result in a failure of the conditions set forth in Section
6 hereof to be satisfied or that would constitute a breach of its
representations, warranties or covenants hereunder.
(d) The Purchaser hereby agrees that if it or any of its related funds
(collectively, the "Purchaser Entities"), directly or indirectly consummates, or
if any Purchaser Entity is part of a group that directly or indirectly
consummates, a Change of Control Transaction (as defined below), which Change of
Control Transaction is consummated or announced prior to December 31, 2009, at a
purchase price per share greater than the Per Share Consideration, the Purchaser
shall promptly pay to each Seller an amount of cash equal to: (i) the number of
Shares sold to Purchaser by such Seller, multiplied by (ii) the difference of
(A) the purchase price per share of Tesco Common Stock paid by such Purchaser
Entity and/or any group that such Purchaser Entity is a part of in such Change
of Control Transaction less (B) the Per Share Consideration (in each case, as
adjusted for any stock splits, dividends or other recapitalizations).
8. Distributions. The Sellers agree that the Per Share Consideration shall
be reduced by the amount (or, in the case of a non-cash dividend, the fair
market value) of dividends per Share declared as of any record date after the
date hereof and prior to the Closing; provided, however, that in the event any
such dividend that caused a reduction of the Per Share Consideration shall not
ultimately be paid to or for the benefit of Sellers, the amount of such
reduction shall be reversed or equitably adjusted to take into account such
event.
9. Expenses. Each of the parties hereto shall pay its own expenses incurred
in connection with this Agreement and the transactions contemplated hereby.
10. Survival. All representations, warranties and agreements made by the
Sellers, or the Purchaser in this Agreement shall survive for one year following
the Closing hereunder and any investigation at any time made by or on behalf of
any party hereto.
11. Notices. All notices, claims, requests, demands and other
communications hereunder will be in writing and will be deemed to have been duly
given if delivered or mailed (registered or certified mail, postage prepaid,
return receipt) as follows:
(a) If to the Purchaser, to:
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LRP V Luxembourg Holdings S.a ▇.▇.
▇▇-▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ or Hamish ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
Telephone: ▇▇▇ ▇▇▇ ▇▇▇
Facsimile: 352 268 901 69
with a copy to (which shall not constitute notice):
▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Facsimile: 212.728.8111
(b) If to the Sellers, to:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Managing Member
Centennial Energy Partners, L.L.C.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to (which shall not constitute notice):
▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as the person to whom notice is to be given may have
previously furnished to the others in writing in the manner set forth above
(provided that notice of any change of address shall be effective only upon
receipt thereof).
12. Specific Performance. Money damages would not be a sufficient remedy
for any breach of this Agreement by any party and, in addition to all other
remedies available under applicable law, each party shall be entitled to
specific performance and to injunctive or other equitable relief as a remedy for
any such breach. Neither the Purchaser nor any Seller will oppose the granting
of such relief and each will waive any requirement for the posting of any bond
or other security in connection therewith.
13. Termination. This Agreement may be terminated by (a) mutual agreement
of the Sellers and the Purchaser, (b) the Sellers or the Purchaser, if the
Closing shall not have
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occurred by the date that is two (2) weeks from the date hereof; provided,
however, that the right to terminate this Agreement under this Section 13(b)
shall not be available to Sellers, on the one hand, or the Purchaser, on the
other hand, if such parties' failure to fulfill any obligations under this
Agreement has been the primary cause of, or resulted in, the failure of the
Closing to occur before such date, (c) the Purchaser, in the case of any
material breach of this Agreement by any Seller, (d) any Seller, in the case of
any material breach of this Agreement by the Purchaser or (e) any Seller or the
Purchaser, if a court of competent jurisdiction or governmental, regulatory or
administrative agency or commission shall have issued a non-appealable order,
decree or ruling or taken any other action (which order, decree or ruling the
parties hereto shall use their best efforts to lift), which permanently
restrains, enjoins or otherwise prohibits the transactions contemplated by this
Agreement.
14. Definitions. As used in this Agreement, the following terms have the
respective meanings set forth below:
(a) "Affiliate" shall mean, with respect to any Person, any other Person
controlling, controlled by or under direct or indirect common control with such
Person. For the purposes of this definition, "control," when used with respect
to any specified Person, shall mean the power to direct the management and
policies of such Person, directly or indirectly, whether through ownership of
voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" shall have meanings correlative to the foregoing.
(b) "Change of Control Transaction" shall mean any transaction, or series
of related transactions, pursuant to which the Purchaser Entities, or any group
of which they are a part, will have, after giving effect to such transaction(s),
direct or indirect record or beneficial ownership (as defined under Rule 13(d)
of the Securities Exchange Act of 1934, as amended) of all or substantially all
of the assets of Tesco and its subsidiaries, taken as a whole, or 50% or more of
the aggregate voting power of Tesco's equity securities including, without
limitation, pursuant to a merger, consolidation or other business combination,
tender offer, subscription, purchase, recapitalization, exchange offer or
similar transaction.
(c) "Person" shall mean an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association or joint venture or any other entity, including without limitation,
any governmental agency or entity.
15. Miscellaneous. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto. No party to this Agreement may assign any of its
rights or obligations hereunder without the prior written consent of the other
parties, except that (i) the rights and obligations of the Purchaser may be
assigned to one or more Affiliates of Purchaser, at which time such assignee
will be deemed a Purchaser under this Agreement and such assignee shall execute
a counterparty signature page to this Agreement, but no such transfer shall
relieve the Purchaser of its obligations hereunder if such transferee does not
perform such obligations, and (ii) the rights and obligations of a Seller may be
assigned to an Affiliate of such Seller to which such Seller simultaneously
assigns such Seller's Shares, at which time such assignee will be deemed a
Seller under this Agreement and such assignee shall execute a counterparty
signature page to this Agreement, but no such transfer shall relieve the
transferring Seller of its obligations hereunder
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if such transferee does not perform such obligations. This Agreement may be
executed in two or more counterparts, each of which will be deemed to be an
original but all of which together will constitute one and the same instrument.
This Agreement constitutes the entire agreement, and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any Person not a party
to this Agreement any rights, benefits or remedies of any nature whatsoever.
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York (regardless of the laws that might otherwise govern under
applicable New York principles of conflicts of law). The parties hereby
irrevocably submit to the exclusive jurisdiction of the courts of the County and
State of New York and the Federal courts of the United States of America located
in the County and State of New York solely in respect of the interpretation and
enforcement of the provisions of this Agreement and in respect of the
transactions contemplated hereby, and hereby waive, and agree not to assert, as
a defense in any action, suit or proceeding for the interpretation or
enforcement hereof, that it is not subject thereto or that such action, suit or
proceeding may not be brought or is not maintainable in said courts or that the
venue thereof may not be appropriate or that this Agreement may not be enforced
in or by such courts, and the parties hereto irrevocably agree that all claims
with respect to such action or proceeding shall be heard and determined in such
a New York State or Federal court.
16. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS
WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties hereto as of the date first written above.
PURCHASER:
LRP V LUXEMBOURG HOLDINGS S.A ▇.▇.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
SELLERS:
CENTENNIAL ENERGY PARTNERS, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Member
Centennial Energy Partners, L.L.C.
As General Partner
▇▇▇▇ FARM PARTNERS, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Member
Centennial Energy Partners, L.L.C.
As General Partner
QUADRENNIAL PARTNERS, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Member
Centennial Energy Partners, L.L.C.
As General Partner
CENTENNIAL ENERGY PARTNERS V, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Member
Centennial Energy Partners, L.L.C.
As General Partner
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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SCHEDULE A
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SELLERS
-------
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Seller Shares Purchase Price
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Centennial Energy Partners, 2,390,476 17,809,046.20
L.P.
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▇▇▇▇ Farm Partners, L.P. 1,943,754 14,480,967.30
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Quadrennial Partners, L.P. 521,047 3,881,800.15
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Centennial Energy Partners V, 58,373 434,878.85
L.P.
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 76,766 571,906.70
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