Exhibit 10.1
STOCK REPURCHASE AGREEMENT
This STOCK REPURCHASE AGREEMENT (this "Agreement"), dated as of
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January 19, 2006, by and between GP STRATEGIES CORPORATION, a Delaware
corporation ("GPX"), and EGI-FUND (02-04) INVESTORS, L.L.C., a Delaware limited
liability company ("EGI").
WHEREAS, EGI owns 1,090,000 shares of GPX's Common Stock, par value
$0.01 per share ("Common Stock"), and 300,000 shares of GPX's Class B Capital
Stock, par value $0.01 per share ("Class B Stock" and together with Common
Stock, the "Shares");
WHEREAS, GPX believes it would be in the best interests of GPX and its
stockholders if GPX were to restructure its capital structure into only one
class of common stock by repurchasing and/or exchanging upon satisfactory terms
and conditions and thereby retiring all of the outstanding shares of Class B
Stock owned by EGI and the other holders thereof;
WHEREAS, GPX therefore approached EGI to determine whether EGI would
sell the Class B Stock to GPX;
WHEREAS, EGI expressed its willingness to sell the Class B Stock to GPX
provided GPX also purchased from EGI all of the Common Stock;
WHEREAS, in connection with the foregoing, a Special Committee of the
GPX Board of Directors (the "Special Committee") was formed that excluded, among
others, Scott R. Peppet ("Peppet") and EGI's director designee Matthew Zell
("Zell");
WHEREAS, the Special Committee and EGI have negotiated on an
arms-length basis for the sale and purchase of the Shares upon the terms and
conditions herein provided, and the Special Committee has determined that such
terms and conditions are in the best interests of GPX and its stockholders;
WHEREAS, EGI desires to sell to GPX, and GPX desires to purchase from
EGI, all of the Shares upon the terms and conditions herein provided;
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants, conditions and agreements set forth herein, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Purchase of Shares.
1.1 Subject to the terms and conditions and in reliance upon the representations
and warranties set forth herein, EGI agrees to sell to GPX, and GPX agrees to
purchase from EGI, (a) the 1,090,000 shares of Common Stock owned by EGI for a
price per share equal to $6.80; and (b) the 300,000 shares of Class B Stock
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owned by EGI for a price per share equal to $8.30. The aggregate purchase price
for the Shares to be paid by GPX to EGI shall be $9,902,000 ("Purchase Price").
Following the sale by EGI to GPX, EGI will no longer own any shares of Common
Stock or Class B Stock.
1.2 The closing of the purchase and sale of the Shares (the "Closing") shall be
held at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, New
York 10022, at 10:00 A.M., local time on the date hereof.
1.3 At the Closing, EGI shall deliver to GPX the certificate or certificates
representing the Shares, accompanied by a stock power endorsed in blank.
1.4 At the Closing, GPX shall pay an amount equal to the Purchase Price, by wire
transfer of immediately available funds, to an account of EGI previously
furnished to GPX.
2. Representations and Warranties of EGI. EGI hereby represents and warrants to,
and agrees with GPX, that:
2.1 Existence and Power. EGI has been duly organized and is validly existing and
in good standing under the laws of the State of Delaware and has all requisite
limited liability company power and authority to execute and deliver this
Agreement and consummate the transactions and perform each of its obligations
contemplated hereby.
2.2 Authority. The execution and delivery of this Agreement by EGI, the
consummation by EGI of each of the transactions and the performance by EGI of
each of its obligations contemplated hereby have been duly and properly
authorized by all necessary action on the part of EGI. This Agreement has been
duly executed and delivered by EGI and constitutes the valid and legally binding
obligation of EGI, enforceable against it in accordance with its terms, subject,
as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and
other similar laws of general applicability relating to or affecting creditors'
rights and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
2.3 Ownership of the Shares. EGI is the record and beneficial owner of the
Shares, and owns the Shares free and clear of any lien and any other limitation
or restriction, and will transfer and deliver to GPX at the Closing valid title
to the Shares, free and clear of any lien and any such other limitation or
restriction.
2.4 No Conflicts and Consents. The execution and delivery of this Agreement by
EGI and the consummation of each of the transactions and the performance of each
of the obligations contemplated hereby do not (a) conflict with or violate
(whether with or without notice or a lapse of time or both) its organizational
documents or any agreement to which it is a party or any law or order applicable
to it; or (b) require any consent, approval, authorization or permit of, action
by, filing with or notification to, any Governmental Entity (other than any
filing required under Section 13(a) or (d), 14, 15(d) or 16(a) of the Securities
Exchange Act of 1934, as amended). In this Agreement, "Governmental Entity"
shall mean any court, administrative agency, commission or other governmental
authority or instrumentality, whether domestic (federal, state or local) or
foreign.
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2.5 Due Diligence; Access to Information. EGI has the knowledge, sophistication
and experience in business and financial matters so as to be capable of
evaluating the merits and risks of the sale of the Shares. EGI has been afforded
adequate opportunity (i) to perform due diligence and ask such questions as EGI
has deemed necessary of, and to receive answers from, representatives of the
Company concerning the operations and prospects of the Company; (ii) to obtain
such additional information that the Company possesses or can acquire that EGI
deems necessary or appropriate to receive to form a decision on whether to sell
the Shares and enter into this Agreement; and (iii) to investigate and appraise
the fair market value of the Company and the Shares.
2.6 Independent Transaction. The decision by EGI to enter into this Agreement
and to sell the Shares contemplated hereby has been made independent of the
transactions described under subsections (a), (b) and (c) of Section 4.1 hereof.
3. Representations and Warranties of GPX. GPX hereby represents and warrants to,
and agrees with EGI, that:
3.1 Existence and Power. GPX has been duly incorporated and is validly existing
and in good standing under the laws of the State of Delaware and has all
requisite corporate power and authority to execute and deliver this Agreement
and consummate the transactions and perform each of its obligations contemplated
hereby.
3.2 Authority. The execution and delivery of this Agreement by GPX, the
consummation by GPX of each of the transactions and the performance by GPX of
each of its obligations contemplated hereby have been duly and properly
authorized by all necessary corporate action on the part of GPX. This Agreement
has been duly executed and delivered by GPX and constitutes the valid and
legally binding obligation of GPX, enforceable against it in accordance with its
terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization,
moratorium and other similar laws of general applicability relating to or
affecting creditors' rights and to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
3.3 No Conflict or Consents. The execution and delivery of this Agreement by GPX
and the consummation of each of the transactions and the performance of each of
the obligations contemplated hereby do not (a) conflict with or violate (whether
with or without notice or a lapse of time or both) its organizational documents
or any agreement to which it is a party or any law or order applicable to it; or
(b) require any consent, approval, authorization or permit of, action by, filing
with or notification to, any Governmental Entity (other than any filing required
under Section 13(a) or (d), 14, 15(d) or 16(a) of the Securities Exchange Act of
1934, as amended).
4. Conditions to Closing. The respective obligations of GPX and EGI hereunder
are subject to the accuracy of the representations and warranties contained
herein, and to each of the following additional terms and conditions:
4.1 Concurrent Transactions. At the Closing, (a) Bedford Oak Partners, L.P.
("Bedford") shall have executed and delivered a Stock Repurchase Agreement,
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dated the date hereof and in form and substance satisfactory to GPX, and GPX
shall have received an original copy thereof, duly executed by Bedford with
respect to the sale by Bedford to GPX of all of Bedford's shares of Class B
Stock and all but 1,100,000 shares of Bedford's Common Stock, at prices per
share no greater than the prices per share specified in Section 1.1 hereof; (b)
Jerome I. Feldman ("Feldman") shall have executed and delivered a Stock Exchange
Agreement, dated the date hereof and in form and substance satisfactory to GPX,
and GPX shall have received an original copy thereof, duly executed by Feldman
with respect to the exchange by Feldman of all his shares of Class B Stock at a
rate of one share of Class B Stock for one share of Common Stock; and (c) Martin
M. Pollak ("Pollak") shall have executed and delivered a Stock Exchange
Agreement, dated the date hereof and in form and substance satisfactory to GPX,
and GPX shall have received an original copy thereof, duly executed by Pollak
with respect to the exchange by Pollak of all his shares of Class B Stock at a
rate of one share of Class B Stock for one share of Common Stock. Taken
together, this Agreement and the agreements described in (a), (b) and (c) of
this subsection shall have the effect of eliminating all outstanding shares of
Class B Stock.
4.2 Board of Directors Resignations. At the Closing, EGI shall cause to be
delivered the resignations of Messrs. Peppet and Zell, each a member of the
Board of Directors of GPX. The resignations of Messrs. Peppet and Zell shall be
effective immediately upon delivery, but shall not affect in any way the rights
and privileges of each existing through the Closing.
5. Miscellaneous.
5.1 Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including facsimile transmission) and
shall be given,
If to GPX, to: GP Strategies Corporation
777 Westchester Avenue
White Plains, New York 10604
Attn: Andrea Kantor, Executive Vice President
and General Counsel
Fax: (914) 249-9745
If to EGI, to: EGI-Fund (02-04) Investors, L.L.C.
Two North Riverside Plaza, Suite 600
Chicago, Illinois 60606
Attn: Donald J. Liebentritt
Fax: (312) 454-0335
With a copy to:
Equity Group Investments, LLC
Two North Riverside Plaza, Suite 600
Chicago, Illinois 60606
Attn: Joseph Paolucci, Esq.
Fax: (312) 454-0335
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All such notices, requests and other communications shall be deemed received on
the date of receipt by the recipient thereof. By notice given in accordance with
this Section 5.1 to the other party, any party may change its address for the
receipt of notices under this Agreement.
5.2 Amendments and Waivers. Any provision of this Agreement may be amended or
waived if, but only if, such amendment or waiver is in writing and is signed, in
the case of an amendment, by each party to this Agreement, or in the case of a
waiver, by the party against whom the waiver is to be effective. No failure or
delay by any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.
5.3 Agreement to Cooperate; Further Assurances. Subject to the terms and
conditions of this Agreement, each of the parties shall use all reasonable
efforts to take, or cause to be taken, all action and to do, or cause to be
done, all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions contemplated by
this Agreement, including providing information and using reasonable efforts to
obtain all necessary or appropriate waivers, consents and approvals, and
effecting all necessary registrations and filings. In case at any time after the
Closing any further action is necessary or desirable for GPX to purchase the
Shares from EGI or otherwise to carry out the purposes of this Agreement, the
parties shall execute such further documents and shall take such further action
as shall be necessary or desirable to effect such purchase and to otherwise
carry out the purposes of this Agreement, in each case to the extent not
inconsistent with applicable law.
5.4 Expenses. Each of GPX and EGI shall pay its own expenses incurred in
connection with the transactions contemplated hereby.
5.5 Successors and Assigns. The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
5.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the law of the State of New York, without reference to its
conflict of laws principles.
5.7 Public Announcements. Each party agrees that, except as may be required by
applicable law or any listing agreement with any national securities exchange,
such party will not issue any press release or make any public statement with
respect to this Agreement or the transactions contemplated hereby without
obtaining the prior consent of the other party.
5.8 Section Headings. The captions and headings appearing at the beginning of
the various sections of this Agreement are for convenience of reference only and
shall not be given any effect whatsoever in the construction or interpretation
of this Agreement.
5.9 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Any party may execute this Agreement by
the delivery of a facsimile signature, which signature shall have the same force
and effect as an original signature. Any party that delivers a facsimile
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signature shall promptly thereafter deliver an originally executed signature to
the other party; provided, however, that the failure to deliver an original
signature page shall not affect the validity of any signature delivered by
facsimile.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officer as of the date first
written above.
GP STRATEGIES CORPORATION
Name: Andrea D. Kantor
Title: Executive Vice President and
General Counsel
EGI-FUND (02-04) INVESTORS, L.L.C.
Name: Donald J. Liebentritt
Title: Vice President
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