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Exhibit 2.1
AGREEMENT AND PLAN OF
MERGER
OF
STALLION OILFIELD HOLDINGS,
LTD
WITH AND INTO
STALLION OILFIELD SERVICES,
INC.
This Agreement and Plan of Merger (this "
Agreement ") is entered into effective on
June 30, 2006, by and among Stallion Oilfield Holdings, Ltd.,
a Texas limited partnership (" Holdings "), Stallion
Oilfield Holdings GP, LLC, a Texas limited liability company and
the general partner of Oilfield Holdings (" Holdings
GP "), Stallion Oilfield Services, Inc., a Delaware
corporation (" Services Inc. ") and the limited
partners of Holdings (the " Partners ").
WHEREAS, upon the terms of this Agreement and in
accordance with the Delaware General Corporation Law (the "
DGCL "), and the Texas Revised Limited Partnership
Act (" TRLPA "), Holdings will merge with and into
Services Inc. (the " Merger ");
WHEREAS, the Merger and this Agreement and the
transactions contemplated hereby have been duly approved by
(a) Holdings GP and the Partners and (b) the directors
and shareholders of Services Inc.
NOW, THEREFORE, in consideration of the foregoing
and the agreements set forth herein the parties hereto agree as
follows:
1. The Merger . Upon the terms set forth
in this Agreement, and in accordance with the applicable provisions
of this Agreement, the DGCL and the TRLPA, at the Effective Time
(as defined below) Holdings shall merge with and into Services Inc.
with Services Inc. continuing as the surviving entity (the "
Surviving Entity "). The name of the Surviving Entity
will be "Stallion Oilfield Services, Inc."
2. Effective Time of the Merger
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(a) The consummation of the Merger and the
closing of the transactions contemplated by this Agreement (the "
Closing ") shall take place at the offices of
Vinson & Elkins L.L.P., 1001 Fannin, Houston, Texas as
soon as practicable (but in any event within two business days)
after the satisfaction or waiver of the conditions set forth in
Section 4 below, or at such other date, time and place as
Holdings and Services Inc. may agree in writing (the date of the
Closing being the " Closing Date ").
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(b) Upon satisfaction of the conditions in
Section 4 below, Services Inc. and Holdings shall
(i) execute, in the manner required by the DGCL, and deliver
to the Secretary of State of the State of Delaware a duly executed
certificate of merger substantially in the form of
Exhibit A hereto (the " Delaware Certificate of
Merger ") and (ii) execute, in the manner required by
the TRLPA, and deliver to the Secretary of State of the State of
Texas, a duly executed certificate of merger substantially in the
form of Exhibit B hereto (the " Texas Certificate
of Merger "). The parties shall enter into such other
documentation and take such other and further
actions as may be required by law to make the
Merger effective. The time the Merger becomes effective shall be
the time specified in the Delaware Certificate of Merger and Texas
Certificate of Merger, which is referred to as the "
Effective Time ."
3. Effect of the Merger . At the Effective
Time, the effect of the Merger shall be as provided in the
applicable provisions of the DGCL and the TRLPA. Without limiting
the generality of the foregoing, and subject thereto, at the
Effective Time, all the property, rights, privileges, powers and
franchises of Services Inc. and Holdings shall continue with, or
vest in, as the case may be, the Surviving Entity, and all debts,
liabilities and duties of Services Inc. and Holdings shall continue
to be, or become, as the case may be, the debts, liabilities and
duties of the Surviving Entity.
4. Conditions to Obligations of Each Party
. The respective obligations of each party to effect the Merger and
the other transactions contemplated hereby shall be subject to the
satisfaction at or prior to the Closing Date of the following
conditions:
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(a) No governmental entity of competent
jurisdiction shall have enacted, issued, promulgated, enforced or
entered any statute, rule, regulation, executive order, decree,
injunction or other order (whether temporary, preliminary or
permanent) that is in effect and has the effect of making the
Merger or the other transactions contemplated hereby illegal or
otherwise prohibiting consummation of the Merger or the other
transactions contemplated hereby.
5. Certificate of Incorporation . The
Certificate of Incorporation of Services Inc. as in effect
immediately prior to the Effective Time, shall be the certificate
of incorporation of the Surviving Entity until thereafter amended
in accordance its terms and applicable law.
6. Directors and Officers . The directors
and officers of Services Inc. immediately prior to the Effective
Time shall continue to serve in their respective offices of the
Surviving Entity from and after the Effective Time, in each case
until their respective successors are duly elected or appointed and
qualified or until their resignation or removal.
7. Conversion of Securities . At the
Effective Time, by virtue of the Merger and without any action on
the part of the holders thereof, (a) each share of common
stock of Services Inc. that is issued and outstanding immediately
prior to the Effective Date shall be cancelled without
consideration therefor, (b) each partnership interest in
Holdings held by Holdings GP that is issued and outstanding
immediately prior to the Effective Date, and the partnership
interests in Holdings held by the Partners and issued and
outstanding immediately prior to the Effective Time (including
Class A Limited Partnership Units, Class B Limited Partnership
Units, Class C Limited Partnership Units, Class D Limited
Partnership Units, Class E Limited Partnership Units, Class F
Limited Partnership Units and Class G Limited Partnership
Units)
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shall be converted into shares of common stock of
Services Inc. in accordance with the provisions of Article XVI of
the Second Amended and Restated Agreement of Limited Partnership of
Holdings, as in effect on the date of this Agreement and as may be
amended from time to time. Article XVI in relevant part provides
that each partnership interest in Holdings will be converted into
or exchanged for that amount of equity securities of Services Inc.
which the partner holding such interest would have received if
Holdings had been liquidated following the sale of all of its
assets to Services Inc. in return for the assumption by Services
Inc. of all of the partnership’s debts and all of the equity
interests of Services Inc. to be outstanding after the public
offering, other than newly issued equity securities being issued by
Stallion Inc. to the public.
8. Contribution of Interests in Stallion
Interests, LLC . At the Effective Time, the issued and
outstanding membership interests of Stallion Interests, LLC all of
which are owned by Holdings GP shall be and hereby are contributed
by Holdings GP to Services Inc. for no consideration. From and
after the Effective Time, the membership interests in Stallion
Interests, LLC shall be held by Services Inc.
9. Lock-Up . Each Partner agrees that,
from and after the Effective Time and continuing until the date
that is 180 days after the IPO Closing Date, such Partner will
enter into and be bound by the terms of a customary Lock-Up
Agreement in the form requested by the underwriters in the
IPO.
10. Representation and Warranties of the
Partners . Each Partner hereby, severally and not jointly,
represents and warrants to Services Inc. that:
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(a) Partnership Units . Such Partner is
the beneficial and record owner of the number of Partnership Units
opposite such Partner’s name in Schedule A , free and
clear of any lien, claim, pledge, encumbrance or other adverse
claim. Except for such Partnership Units set forth on Schedule
A , such Partner does not own beneficially or of record, any
other equity security or ownership interest in, including without
limitation any option, warrant or right entitling the holder
thereof to purchase or otherwise acquire any equity interests of,
Services Inc.
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(b) Authorization of Agreement . Such
Partner has full legal right, power, capacity and authority to
execute, deliver and perform its obligations pursuant to this
Agreement and to execute, deliver and perform its obligations under
each instrument required hereby to be executed and delivered by
such Partner at the Closing. This Agreement has been duly executed
and delivered by such Partner and this Agreement constitutes and,
to the extent it purports to obligate such Partner, the legal,
valid and binding obligation of such Partner enforceable against it
in accordance with its terms.
11. Investment Representations . Each
Partner hereby, severally and not jointly, represents and warrants
to Services Inc. that:
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to discuss Services Inc.’s business and
financial condition, properties, operations and prospects with
Services Inc.’s management. Such Partner has also had an
opportunity to ask questions of officers of Services Inc., which
questions were answered to such Partner’s
satisfaction.
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(ii) Such Partner understands that the Services
Inc. common stock received in the merger will be "restricted
securities" under the applicable federal securities laws and that
the Securities Act of 1933, as amended (the " Securities
Act ") and the rules and regulations promulgated thereunder
provide in substance that such Partner may dispose of such shares
of common stock only pursuant to an effective registration
statement under the Securities Act or an exemption therefrom. As a
consequence, such Partner understands that it must bear the
economic risk of the investment in the common stock for an
indefinite period of time. Such Partner agrees not to make any
offer to transfer or to transfer all or any part of the Services
Inc. common stock received by such Partner hereunder in violation
of the Securities Act or the rules and regulations thereunder and
will hold all such shares subject to all applicable provisions of
the Securities Act and the rules and regulations
thereunder.
12. Tax Treatment . Each of Holdings,
Holdings GP, the Partners and Services Inc. intend for the Merger
and the IPO (including any exercise of the over-allotment option in
connection with the IPO) to be treated as a single transaction
described in Section 351 of the Internal Revenue Code of 1986,
as amended, and agree to file all federal, state and local tax
returns in a manner consistent with such treatment.
13. Termination . If the IPO has not been
consummated on or before December 31, 2006, then, and anytime
prior to such date,
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