Stock Subscription Agreement (2005)Full Document 

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STOCK SUBSCRIPTION AGREEMENT

 

STOCK SUBSCRIPTION AGREEMENT dated as of November 16, 2005 (this “Agreement”) between Bain Capital Integral Investors, LLC (the “Buyer”) and Accellent Holdings Corp., a Delaware corporation (“Holdco”).

 

RECITALS:

 

WHEREAS, Accellent Acquisition Corp. (“AAC”), a Delaware corporation and indirect wholly-owned subsidiary of Holdco, and Accellent Inc., a Maryland corporation (“Accellent”), entered into an Agreement and Plan of Merger, dated October 7, 2005, as amended (the “Merger Agreement”), pursuant to which Accellent Merger Sub Inc., a Maryland corporation and wholly-owned subsidiary of AAC, will merge with and into Accellent (the “Merger”) with Accellent continuing as the surviving corporation.

 

WHEREAS, all of the issued and outstanding common stock, par value $0.01 per share, of Holdco (the “Common Stock”) will be owned immediately before the Closing by Accellent Holdings LLC, a Delaware limited liability company (“Holdings LLC”).

 

WHEREAS, KKR Millennium Fund L.P. and KKR Partners III, L.P., each of which is an affiliate of Kohlberg Kravis Roberts & Co. L.P. (collectively, the “KKR Partnerships”), own 100% of the membership interests of Holdings LLC.

 

WHEREAS, Holdco desires to issue, and Buyer desires to purchase, newly issued shares of Common Stock, subject to the terms and conditions of this Agreement.

 

WHEREAS, at or before the effective time of the Merger, Holdings LLC, Holdco and Buyer will enter into a Stockholders Agreement (the “Stockholders Agreement”) in the form attached hereto, setting forth certain agreements with respect to Holdco.

 

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

 

ARTICLE 1

 

PURCHASE AND SALE

 

Section 1.1  Purchase and Sale.  Upon the terms and subject to the conditions of this Agreement, Holdco agrees to issue and sell to Buyer, and Buyer agrees to purchase from Holdco, the number of shares of newly issued Common Stock (collectively, the “Purchase Stock”) equal to one-third the number of shares of newly issued Common Stock held by Holdings LLC immediately before the Closing.  The purchase price for the Purchase Stock is the same per share price paid by Holdings LLC for shares of newly issued Common Stock immediately prior to the Closing and the aggregate purchase price for all the Purchase Stock is

 

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one-third of the total amount of equity contributed to Holdco by Holdings LLC immediately prior to the Closing (the “Aggregate Purchase Price”).  Holdco will notify Buyer in writing of the actual amount of the Aggregate Purchase Price accompanied with supporting documentation reasonably acceptable to Buyer.  The Aggregate Purchase Price and the monies contributed to Holdings LLC will be used to fund the Merger Consideration (as defined in the Merger Agreement) under the Merger Agreement and pay related fees and expenses.

 

Section 1.2  Closing.  The closing (the “Closing”) of the purchase and sale of the Purchase Stock hereunder shall take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York, immediately prior to the consummation of the Merger.  At the Closing, payment will be made by Buyer of the Aggregate Purchase Price by wire transfer of immediately available funds to an account designated by Holdco not later than one business day prior to the date of Closing (the “Closing Date”)

 

ARTICLE 2

 

REPRESENTATIONS AND WARRANTIES OF HOLDCO

 

Holdco represents and warrants to Buyer as of the date hereof that:

 

Section 2.1  Corporate Existence and Power; Newly Formed Corporation.  Holdco is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.  Holdco was incorporated solely for the purpose of effectuating the transactions contemplated in the Merger Agreement (including the transactions contemplated by this Agreement) and has not conducted any business or entered into any agreements or commitments except with respect to the foregoing.

 

Section 2.2  Authorization.  (a)  The execution, delivery and performance by Holdco of this Agreement and the Stockholders Agreement and the consummation of the transactions contemplated hereby and thereby are within Holdco’s corporate powers and have been duly authorized by all necessary action on the part of the Holdco.  Each of this Agreement and the Stockholders Agreement has been duly executed and delivered by Holdco.  Assuming this Agreement and the Stockholders Agreement valid and binding agreements of Buyer and that the Stockholders Agreement is a valid and binding obligation of Holdings LLC, each of this Agreement and the Stockholders Agreement constitute valid and binding agreements of Holdco, enforceable against Holdco in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement or creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy.

 

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