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Exhibit
10.3
SHARE PURCHASE
AGREEMENT
This SHARE PURCHASE
AGREEMENT (this “Agreement”) is dated as of April
14, 2005 by and among GlobalSantaFe Corporation, a Cayman Islands
company (the “Company”), SFIC Holdings (Cayman), Inc.,
a Cayman Islands company (“SFIC Holdings”), and Kuwait
Petroleum Corporation, a corporation organized under the laws of
the State of Kuwait (“KPC” and, together with SFIC
Holdings, the “KPC Parties”).
WHEREAS , the Company
has issued and outstanding and is authorized to issue additional
ordinary shares, par value $.01 per share (the “Ordinary
Shares”);
WHEREAS , SFIC
Holdings owns 43,500,000 Ordinary Shares (the “SFIC Holdings
Shares”);
WHEREAS , KPC owns all
of the issued and outstanding ordinary shares of SFIC
Holdings;
WHEREAS , concurrently
herewith the Company is entering into a terms agreement,
incorporating by reference an underwriting agreement, dated the
date hereof (the “Terms Agreement”) with the
underwriters named therein (the “Underwriters”)
pursuant to which the Company will issue and sell to the
Underwriters for cash in connection with a firm commitment
underwriting (the “Public Offering”) 23,500,000
Ordinary Shares (the “Company Shares”) (the closing of
such issuance and sale pursuant to the Terms Agreement is
hereinafter referred to as the “Closing” and the date
of such Closing is hereinafter referred to as the “Closing
Date”), pursuant to the Company’s registration
statements on Form S-3 (No. 333-108643 and No. 333-124009)
(together, and each as amended to the date hereof, the
“Registration Statement”) and a prospectus supplement
dated April 14, 2005 (together with the prospectus included in the
Registration Statement, the “Prospectus”) filed or to
be filed pursuant to Rule 424 under the Securities Act of 1933, as
amended (the “Securities Act”); and
WHEREAS , on the
Closing Date, the KPC Parties desire for SFIC Holdings to sell to
the Company, and the Company desires to purchase from SFIC
Holdings, 23,500,000 SFIC Holdings Shares (such purchase and sale
being hereinafter referred to as the
“Purchase”);
NOW, THEREFORE , in
consideration of the mutual representations, warranties, covenants
and agreements set forth herein, the parties hereto hereby agree as
follows:
ARTICLE 1
PURCHASE AND SALE OF SFIC
HOLDINGS SHARES; CLOSING
Section 1.1 Purchase
and Sale of SFIC Holdings Shares . On the basis of the
representations and warranties contained herein and on the terms
and subject to conditions hereof, on the Closing Date, SFIC
Holdings agrees to sell, and KPC agrees to cause SFIC Holdings to
sell, to the Company, and the Company agrees to purchase from SFIC
Holdings, 23,500,000 SFIC Holdings Shares at a price per share of
$34.02 (the “Per Share Price”), which
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price represents the price per share to
be received by the Company pursuant to the Terms Agreement
(reflecting the price to the public less underwriting discounts and
commissions).
Section 1.2
Closing .
(a) Subject to satisfaction
or waiver of the conditions set forth herein, the closing of the
Purchase shall take place at the offices of Baker Botts LLP, 910
Louisiana Street, Houston, Texas 77002 on the Closing Date
concurrently with or immediately following the Closing (or at such
other time or place as shall be mutually agreed upon by the parties
hereto).
(b) At the closing of the
Purchase, SFIC Holdings shall deliver, and KPC shall cause SFIC
Holdings to deliver, to the transfer agent and registrar for the
Ordinary Shares (the “Agent”), with a copy to the
Company, irrevocable written instructions for the book-entry
transfer to the Company of the SFIC Holdings Shares to be sold on
such date by SFIC Holdings, together with fully endorsed stock
powers relating to such shares and any other instruments or
documents requested by the Agent in order to effect such
transfer.
(c) As part of the closing of
the Purchase, SFIC Holdings and KPC shall cause the Agent, upon
receipt of the documents referenced in Section 1.2(b) herein, to
certify as to the transfer of the relevant amount of SFIC Holdings
Shares to the Company.
(d) As part of the closing of
the Purchase, the Company shall pay to SFIC Holdings the Per Share
Price for each SFIC Holdings Share to be purchased by the Company
from SFIC Holdings on such date by wire transfer of immediately
available funds to an account designated in writing by SFIC
Holdings.
ARTICLE 2
REPRESENTATIONS AND
WARRANTIES OF THE KPC PARTIES
Each of SFIC Holdings and
KPC, jointly and severally, represents and warrants to the Company
as follows:
Section 2.1 Existence
and Power . Each KPC Party has been duly formed and is
validly existing and in good standing as a corporation under the
laws of its jurisdiction of formation, with the requisite power and
authority to execute and deliver this Agreement and consummate the
transactions and perform each of its obligations contemplated
hereby.
Section 2.2 Authority;
Enforceability . The execution and delivery of this
Agreement by each KPC Party and the consummation by each KPC Party
of each of the transactions and the performance by the KPC Party of
each of its obligations contemplated hereby have been duly and
properly authorized by all necessary corporate action on the part
of each KPC Party. This Agreement has been duly executed and
delivered by each KPC Party and constitutes the valid and legally
binding obligation of each such KPC Party, enforceable against each
such KPC Party in accordance with its terms, except as the
enforceability thereof may be subject to the effect of any
applicable bankruptcy, reorganization, insolvency, moratorium,
fraudulent conveyance or other laws affecting creditors’
rights generally from time to time in
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effect and general principles of equity
(regardless of whether considered in a proceeding in equity or at
law), and except as rights to indemnity and contribution thereunder
may be limited by any applicable laws or principles of public
policy.
Section 2.3 Ownership
of Ordinary Shares . SFIC Holdings is the record and
beneficial owner of the SFIC Holdings Shares, and KPC is beneficial
owner of the SFIC Holdings Shares; all the SFIC Holdings Shares are
held free and clear of all mortgages, pledges, security interests,
liens, claims, encumbrances, equities or other restrictions
(collectively, the “Liens”); and KPC is the record and
beneficial owner of all outstanding shares issued by SFIC Holdings.
Upon payment for the SFIC Holdings Shares to be sold by SFIC
Holdings in accordance with the terms and conditions of this
Agreement, the Company will acquire good and valid title to such
shares free and clear of all Liens.
Section 2.4 No
Conflicts . The execution and delivery of this Agreement by
each KPC Party and the consummation by each KPC Party of each of
the transactions and the performance by each KPC Party of each of
its obligations contemplated hereby (i) do not conflict with or
violate (whether with or without notice or a lapse of time or
both), require the consent of any Person (as defined below) to or
otherwise result in a material detriment to either KPC Party under
its organizational documents or any agreement to which it is a
party or any law or order applicable to it, in each case in a
manner that could reasonably be expected to materially hinder or
impair the completion of any of the transactions contemplated
hereby or have a material adverse effect on the business,
properties, condition (financial or otherwise), liabilities or
prospects of either KPC Party; and (ii) do not impose any penalty
or other onerous condition on either KPC Party that could
reasonably be expected to materially hinder or impact the
completion of any of the transactions contemplated hereby. As used
herein, the term “Person” means a natural person,
corporation, limited liability company, venture, partnership,
trust, unincorporated organization, association or other
entity.
Section 2.5 No
Governmental Approvals . No approval from any Governmental
Entity (as defined below) is required by or with respect to either
KPC Party in connection with the execution and delivery by each KPC
Party of this Agreement or the consummation by each KPC Party of
the transactions contemplated hereby, except for any such approval
the failure of which to be made or obtained (i) has not impaired
and could not reasonably be expected to impair the ability of
either KPC Party to perform its obligations under this Agreement in
any material respect and (ii) could not reasonably be expected to
delay in any material respect or prevent the consummation of any of
the transactions contemplated by this Agreement. As used herein,
the term “Governmental Entity” means any agency,
bureau, commission, authority, department, official, political
subdivision, tribunal or other instrumentality of any government,
whether (i) regulatory, administrative or otherwise; (ii) federal,
state or local or (iii) domestic or foreign.
Section 2.6 Independent
Investigation . Each KPC Party (a) has the requisite
knowledge, sophistication and experience in order to fairly
evaluate a disposition of the SFIC Holdings Shares to be sold by
SFIC Holdings hereunder, including the risks associated therewith,
and (b) has adequate information and has made its own independent
investigation and evaluation to the extent it deems necessary or
appropriate concerning the properties, business and
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financial condition of the Company to
make an informed decision regarding the sale of Ordinary Shares
pursuant to this Agreement.
ARTICLE 3
REPRESENTATIONS AND
WARRANTIES OF THE COMPANY
The Company hereby represents
and warrants to each KPC Party as follows:
Section 3.1 Existence
and Power . The Company has been duly formed and is validly
existing company in good standing under the laws of the Cayman
Islands, with the requisite corporate power and authority to
execute and deliver this Agreement and consummate the transactions
and perform each of its obligations contemplated hereby.
Section 3.2 Authority;
Enforceability . The execution and delivery of this
Agreement by the Company and the consummation by the Company of
each of the transactions and the performance by the Company of each
of its obligations contemplated hereby have been duly and properly
authorized by all necessary corporate action on the part of the
Company. This Agreement has been duly executed and delivered by the
Company and constitutes the valid and legally binding obligation of
the Company, enforceable against it in accordance with its terms,
except as the enforceability thereof may be subject to the effect
of any applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent conveyance or other laws affecting
creditors’ rights generally from time to time in effect and
general principles of equity (regardless of whether considered in a
proceeding in equity or at law), and except as rights to indemnity
and contribution thereunder may be limited by any applicable laws
or principles of public policy.
Section 3.3 No
Conflicts . The execution and delivery of this Agreement by
the Company and the consummation of each of the transactions and
the performance of each of the obligations contemplated hereby (i)
do not conflict with or violate (whether with or without notice or
a lapse of time or both), require the consent of any Person to or
otherwise result in a material detriment to the Company under its
organizational documents or any agreement to which it is a party or
any law or order applicable to it, in each case in a manner that
could reasonably be expected to materially hinder or impair the
completion of any of the transactions contemplated hereby or have a
material adverse effect on the business, properties, condition
(financial or otherwise), liabilities or prospects of the Company;
and (ii) do not impose any penalty or other onerous condition on
the Company that could reasonably be expected to materially hinder
or impact the completion of any of the transactions contemplated
hereby.
Section 3.4 No
Governmental Approvals . No approval from any Governmental
Entity is required by or with respect to the Company in connection
with the execution and delivery by the Company of this Agreement or
the consummation by the Company of the transactions contemplated
hereby, except (i) such as may have previously been made or
obtained or as may be required under the Securities Act or state
securities laws or (ii) for any such approval the failure of which
to be made or obtained (A) has not impaired and could not
reasonably be expected to impair the ability of the Company to
perform its obligations under this Agreement in any material
respect and (B) could not reasonably be expected to delay in
any
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material respect or prevent the
consummation of any of the transactions contemplated by this
Agreement.
Section 3.5 Terms
Agreement . The Terms Agreement has been duly authorized
executed and delivered by the Company.
Section 3.6 Company
Shares . The Company Shares to be purchased by the
Underwriters from the Company have been duly and validly authorized
and when issued, delivered and paid for pursuant to the Terms
Agreement on the Closing Date, such Company Shares will have been
duly and validly issued, fully paid and nonassessable and will
conform to the description thereof contained in the Prospectus; and
the shareholders of the Company will have no preemptive rights with
respect to the Company Shares.
ARTICLE 4
CONDITIONS TO
CLOSING
Section 4.1 Conditions
to Obligations of the Company . The obligation of the
Company to purchase SFIC Holdings Shares hereunder is subject to
the satisfaction or waiver on or prior to the Clo
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