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EXHIBIT 99.2
C O N F I D E N T I A L
TRANSACTION DOCUMENT
(Stock Purchase)
<PAGE>
STOCK PURCHASE AGREEMENT
AMONG
BOK FINANCIAL CORPORATION,
BALTZ FAMILY PARTNERS, LTD.,
UNITED BANKS OF COLORADO, INC.
AND
FIRST UNITED BANK, N.A.,
Agreement Date of May 23, 2007
<PAGE> i
TABLE OF CONTENTS
Page
1. Purpose of this Stock Purchase
Agreement........................1
2. Purchase of UBC Common
Stock....................................1
3. Purchase
Price..................................................3
4. Representations and Warranties of BFP, UBC and
Bank.............4
5. Representations and Warranties of
BOKF..........................8
6.
Covenants.......................................................9
7. Conditions Precedent to Closing by
BOKF........................15
8. Conditions Precedent to Closing by UBC and
Bank................16
9.
Closing........................................................16
10. The General
Escrow.............................................18
11. Loan
Escrow....................................................19
12. Break-Up
Fee...................................................20
13. Miscellaneous
Provisions.......................................20
<PAGE>
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Stock Purchase Agreement" or
"Agreement") is made as of May 23, 2007 (the "Agreement Date")
among the
following parties (the "Parties"):
(i) BOK Financial Corporation, an Oklahoma corporation,
("BOKF");
(ii) Baltz Family Partners, Ltd, a Colorado limited partnership
("BFP");
(iii) First United Bank, NA ("Bank"); and,
(iv) United Banks of Colorado, Inc., a Colorado corporation
("UBC").
In consideration of the mutual covenants contained herein, the
adequacy
of which is hereby expressly acknowledged, and intending to be
legally bound
hereby, the Parties hereby agree as follows:
1. Purpose of this Stock Purchase Agreement. The purpose of this
Stock Purchase
Agreement is as follows:
1.1. UBC is a bank holding company organized under the laws of
Colorado with
offices in Englewood, Colorado. UBC is subject to regulation by
the Board of
Governors of the Federal Reserve System ("FRB"). UBC owns all of
the issued and
outstanding capital stock of Bank (headquartered in Englewood,
Colorado). The
authorized capital stock of UBC consists solely of a single
class of 50,000
shares of common stock of a par value of $5.00 per share of
which 26,000 shares
are issued and outstanding at the Agreement Date (the "UBC
Common Stock").
1.2. Bank is a national bank organized in accordance with the
laws of the United
States of America. The authorized capital stock of Bank consists
solely of a
single class of 250,000 shares of common stock of a par value of
$10.00 per
share of which 250,000 shares are issued and outstanding at the
Agreement Date
("Bank Common Stock").
1.3. BFP is a Colorado limited partnership and the sole
shareholder of UBC. BFP
has four (4) limited partners as follows: Martha J. Baltz,
Stephen P. Baltz,
Kimberly A. Baltz and Jennifer L. Baltz. Stephen P. Baltz and
Martha J. Baltz
are the general partners of BFP. There are no other BFP
Partners. For purposes
of this Agreement, "BFP Partners" means Martha J. Baltz, Stephen
P. Baltz,
Kimberly A. Baltz and Jennifer L. Baltz.
1.4. BOKF is a financial holding company organized under the
laws of the State
of Oklahoma. BOKF is subject to regulation by the FRB.
1.5. The purpose of this Stock Purchase Agreement is to set
forth the terms and
conditions on which BOKF shall purchase all the Bank Common
Stock from UBC.
2. Purchase of UBC Common Stock. Subject to the terms and
conditions set forth
herein, at the Closing (as herein after defined), BFP shall
sell, convey,
transfer, and deliver to BOKF certificates representing the UBC
Common Stock,
and BOKF shall purchase from BFP all the
<PAGE> 2
UBC Common Stock in consideration of the purchase price set
forth in this
Agreement (the "Transaction").
3. Purchase Price.
3.1. As total consideration for the purchase and sale of the UBC
Common Stock
pursuant to this Agreement, BOKF shall pay to BFP the following
(the
"Transaction Consideration"):
3.1.1. At Closing, an amount of United States Dollars equal to
the Cash
Consideration (as hereafter defined) less the Escrow Amounts (as
hereafter
defined) (the "Closing Amount"); and,
3.1.2. Upon termination of the Escrow Account, the remaining
Escrow Amounts, if
any, as provided in Sections 10 and 11 herein.
3.2. The Cash Consideration shall equal (i) Forty Three Million
Dollars
($43,000,000) less (ii) the Transaction Costs (as hereafter
defined) and (iii)
the "Home Sale Loss" (as hereinafter defined).
3.3. For purposes of this Stock Purchase Agreement, "Transaction
Costs" means:
(i) investment banking fees in excess of $250,000 that are
payable to Carson
Medlin Company upon consummation of the Transaction; (ii) legal
fees paid (or
payable) to Bracewell & Giuliani LLP in excess of $50,000
that have been
incurred in connection with the negotiation of this Agreement
and the
consummation of the Transaction; and (iii) change in control
payments in excess
of $25,000 that are payable to the Bank's officers and directors
as a result of
the consummation of the Transaction.
3.4. For purposes of this Stock Purchase Agreement, the "Escrow
Amounts" shall
be:
3.4.1. One Million Five Hundred Dollars ($1,500,000) to be
deposited in the
General Escrow established in accordance with Section 10 (the
"General Escrow");
and
3.4.2. Eight Million Dollars ($8,000,000) to be deposited in the
Loan Escrow
established in accordance with Section 11 (the "Loan
Escrow").
4. Representations and Warranties of BFP, UBC and Bank. BFP, UBC
and Bank hereby
jointly and severally represent and warrant to BOKF that, now
and at the time of
Closing:
4.1. Incorporation and Corporate Power. UBC is a corporation
duly organized,
validly existing and in good standing under the laws of the
State of Colorado.
Except as set forth on Schedule 4.1, Bank is a national bank
duly organized,
validly existing and in good standing under the laws of the
United States. BFP
is a limited partnership, organized, validly existing and in
good standing under
the laws of the State of Colorado. Except as set forth on
Schedule 4.1, Bank has
all the corporate power and authority necessary and required to
own its
properties and to conduct its business as such business is now
being conducted.
Except as set forth on Schedule 4.1, each of UBC and Bank (A) is
in material
compliance with all applicable provisions of all applicable
federal, state and
local statutes, laws, regulations, ordinances and other
requirements
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of any governmental authorities (including, but not limited to,
whether similar
or dissimilar, the Bank Holding Company Act of 1956, the
Colorado Business
Corporation Act, Title 12 of the Code of Federal Regulations
(the "Federal
Banking Code") and the filing of all administrative reports and
the payment of
all material fees) in effect as of the date of this Stock
Purchase Agreement,
and (B) shall be in material compliance therewith at the time of
Closing.
4.2. Capital. The BFP Partners are the sole partners of BFP. BFP
is the sole
shareholder of UBC. UBC owns all of the issued and outstanding
Bank Common
Stock. The Bank Common Stock is and at the Closing will be all
of the issued and
outstanding capital stock of Bank and will be owned by UBC.
4.3. Capitalization of Bank. The Bank Common Stock is validly
issued and
outstanding, fully paid and (except as set forth in 12 U.S.C.
ss. 55)
non-assessable.
4.3.1. There are no outstanding subscriptions, conversion
privileges, calls,
warrants, options or agreements obligating the Bank to issue,
sell or dispose
of, or to purchase, redeem or otherwise acquire any shares of
their capital
stock (collectively, "options and rights"). At the Closing,
there will be no
outstanding options or rights.
4.3.2. None of the Bank Common Stock has been issued or disposed
of, or will as
of the Closing have been issued or disposed of, in violation of
any preemptive
rights of any shareholder nor in violation of any agreement to
which UBC or Bank
was or is a party. Bank has no subsidiaries and does not own,
nor have the right
or obligation to acquire, any equity securities of any
corporation, limited
liability company, partnership or other legal entity.
4.3.3. UBC is the lawful owner of the Bank Common Stock, free
and clear of all
security interests, liens, encumbrances, equities and other
charges.
4.4. Non-Violation of Other Agreements. The execution and
delivery of this Stock
Purchase Agreement, and the compliance with its terms and
provisions BFP, UBC
and Bank (including the execution and delivery of any document
required to be
executed by BFP, UBC or Bank) will not breach any material
agreement, lease, or
obligation, whether similar or dissimilar, by which BFP, UBC or
Bank is bound.
4.5. Financial Statements. UBC has delivered to BOKF, or will
have delivered to
BOKF prior to the Closing as soon as future financial statements
are available,
copies of the following ("Financial Statements"):
4.5.1. Financial Statements for UBC (Unaudited) as of and for
the periods
ending December 31, 2005 and 2006;
4.5.2. Reports of Condition and Income as filed with the Federal
Deposit
Insurance Corporation for Bank, as of and for the periods ending
December 31,
2004, 2005, and 2006;
4.5.3. Financial Statements (Audited) Bank, as of and for the
periods ending
December 31, 2006 and the most recent monthly financial
statements available as
of the Closing; and,
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4.5.4. The most recent monthly financial statements as are
available as of the
Closing.
The Financial Statements described in Sections 4.5.1 and 4.5.2,
(a)
have been prepared or will have been prepared in accordance with
generally
accepted accounting principles, consistently applied and (b)
fairly reflect the
financial condition and results of operations for the indicated
periods. The
Financial Statements described in Sections 4.5.3 (including
footnotes) and 4.5.4
(not including footnotes), (a) have been prepared or will have
been prepared in
accordance with generally accepted accounting principles,
consistently applied
and (b) fairly reflect the financial condition and results of
operations for the
indicated periods, subject to normal year-end adjustments.
4.6. Material Liabilities. UBC and Bank have no liabilities
(including, but not
limited to, whether similar or dissimilar, liabilities or
obligations for taxes,
whether due or to become due) in excess of $25,000 except:
4.6.1. Those fully reflected or reserved against, or otherwise
disclosed, in the
Financial Statements; and
4.6.2. Those specifically disclosed in the Schedule 4.6 to this
Stock Purchase
Agreement.
4.7. Conduct of Business Prior to Closing. Except as set forth
in Schedule 4.7,
since December 31, 2006, (A) Bank and UBC have carried on their
businesses only
in the ordinary and normal course in a reasonable fashion in
accordance with
industry standard, and (B) have not:
4.7.1. Incurred any material liabilities, commitments or
obligations, contingent
or otherwise, or disposed of any of its assets, (for the purpose
of this Section
4.7.1, material means $25,000 or more);
4.7.2. Incurred any bank or other institutional debt, or entered
into any
agreement for the borrowing of money, except borrowing of
federal funds or
borrowing from the Federal Home Loan Bank by Bank consistent
with past
practices;
4.7.3. Suffered any material adverse change in the financial
condition, assets,
liabilities, business or property of Bank or UBC taken as a
whole; and/or
4.7.4. Made any material change in the manner in which business
is conducted
(including, without limitation, branch closings, and any
material change in
products offered to customers).
4.7.5. From the date of this Agreement to the date of Closing,
neither Bank nor
UBC will voluntarily take any of the actions described in the
foregoing
provisions of this Section 4.7 without the prior consent of
BOKF, which consent
shall not be unreasonably withheld, delayed or denied.
<PAGE>
4.8. Tax Returns/Reports.
4.8.1. Except as set forth on Schedule 4.8, Bank and UBC have
duly filed all tax
reports and returns required to be filed by them and have duly
paid all taxes
and other charges claimed to be due from them by federal, state
and local taxing
authorities.
4.8.2. No waivers of the statute of limitation have been issued
with respect to
unaudited years.
4.8.3. Neither Bank nor UBC have any knowledge of any facts
which could
reasonably be expected to result in a material deficiency with
respect to
unaudited tax returns which would result in a material adverse
effect on Bank or
UBC taken as a whole.
4.9. Contracts and Commitments.
4.9.1. A list of all contracts and commitments, other than
credit and lending,
deposit or borrowing transactions entered into in the ordinary
course of
business by Bank or UBC which are material to the business,
operations or
financial condition of Bank or UBC as of this date, is set forth
on Schedule
4.9. For the purpose of Schedule 4.9 only, materiality shall
mean those
contracts and commitments (including a series of related
contracts or
commitments) for which payment or other consideration to be
furnished by any
party is more than $25,000 a year or $100,000 over the remaining
life of the
contract.
4.9.2. Bank and UBC have in all material respects performed and
are performing
all contractual and other obligations required to be performed
by them.
4.10. Litigation. Except as set forth in Schedule 4.10, there is
not pending,
or, to the knowledge of BFP, UBC and Bank threatened, any claim,
litigation,
proceeding, order of any court or governmental agency, or
governmental
investigation or inquiry to which UBC or Bank is a party or
which involves the
Bank's or UBC's business operations, any of its property or any
property leased
by Bank which, individually or in the aggregate:
4.10.1. May reasonably result in any material adverse change in
the financial
condition, business, assets, properties or operations of Bank or
UBC; or,
4.10.2. May reasonably involve the expenditure of more than a
total of $25,000
in legal fees or costs;
4.11. Brokerage Fees. Bank has not incurred, nor will it incur,
directly or
indirectly, any liability for brokerage, finder's, financial
advisor's or
agent's fees or commissions by virtue of any commitment made by
any of them in
connection with this Stock Purchase Agreement or any transaction
contemplated
hereby other than fees payable to Carson Medlin Company upon
consummation of the
Transaction, which payment shall be deducted from the
Transaction Consideration
to the extent it exceeds $250,000.
4.12. Required Corporate Action. The execution, delivery and
consummation of
this Stock Purchase Agreement has been duly and validly
authorized by the board
of directors of UBC and Bank and the BFP Partners, in accordance
with the
requirements of federal banking
<PAGE> 6
law, the Colorado Business Corporations Act, the Colorado
Limited Partnership
Associations Act and all other applicable law.
4.13. Authorized Execution. This Stock Purchase Agreement has
been duly executed
and delivered by duly authorized officers of UBC and Bank and
BFP. This Stock
Purchase Agreement constitutes the legal, valid and binding
agreement and
obligation of BFP, UBC and Bank, enforceable against each of
them in accordance
with its terms, except as may be limited by applicable
bankruptcy, insolvency,
moratorium, receivership, and other similar laws affecting the
rights of
creditors generally.
4.14. Title to Assets; Encumbrances. Bank and UBC have good and
valid title
(with respect to real estate, good and valid title shall mean
such title as may
be insured on standard title insurance forms with no exceptions
materially and
adversely affecting the value or use of the fee real estate) to
its assets, and
in each case subject to no mortgage, pledge, lien, security
interest,
conditional sale agreement, or other encumbrance of any nature
whether similar
or dissimilar, except:
4.14.1. Such encumbrances which are purchase money security
interests entered
into in the ordinary course of business consistent with past
practice reflected
on their books and records;
4.14.2. Lessor's interests in leased tangible real and personal
property
reflected on its books and records;
4.14.3. Such encumbrances for taxes and assessments not yet due
and payable;
4.14.4. Encumbrances as do not materially detract from the value
or interfere
with the use or operation of the asset subject thereto; and,
4.14.5. Repossessed and foreclosed assets acquired in
satisfaction of debt
previously contracted.
4.15. Employees. Except as set forth on Schedule 4.15, none of
the employees of
Bank or UBC is employed under any employment contract (oral or
written) or is
the beneficiary of any compensation plan (oral or written) or is
entitled to any
payment from Bank or UBC by reason of this Stock Purchase
Agreement or the
Transaction and there are no employment contracts, management
contracts,
consulting agreements, union contracts, labor agreements,
pension plans, profit
sharing plans or employee benefit plans to which Bank or UBC is
a party or by
which either of them is bound.
4.16. Environmental Laws. Except as set forth on Schedule 4.16,
the existence,
use and operation of the assets of Bank and UBC is in material
compliance with
all applicable statutes, rules and regulations including,
without limiting the
generality of the foregoing, all environmental and zoning laws
and the Americans
With Disabilities Act.
4.17. Loan Portfolio. (A) All loans and discounts shown on the
Financial
Statements were and will be made in all material respects for
good, valuable and
adequate consideration in the ordinary course of Bank's
business, in accordance
in all material respects with sound banking
<PAGE> 7
practices, and are not subject to any material known defenses,
setoffs or
counterclaims, including without limitation any such as are
afforded by usury or
truth in lending laws, except as may be provided by bankruptcy,
insolvency or
similar laws or by general principles of equity; (B) the notes
or other
evidences of indebtedness evidencing such loans and all forms of
pledges,
mortgages and other collateral documents and security agreements
are and will
be, in all material respects, enforceable, valid, true and
genuine and what they
purport to be; and (C) Bank has complied and will prior to the
Closing Date
comply with all laws and regulations relating to such loans
(including, but not
limited to, obtaining property appraisals of a nature required
by regulation),
or to the extent there has not been such compliance, such
failure to comply will
not materially interfere with the collection of any such loan or
require
additional action under applicable laws or regulations.
4.18. Zoning and Related Laws. All real property owned or leased
by Bank or UBC
and the use thereof complies with all applicable laws,
ordinances, regulations,
orders or requirements, including without limitation, building,
zoning and other
laws, except as to any violations which would not have a
material adverse affect
on the financial condition of Bank.
4.19. Compliance with Law. Except as set forth on Schedule 4.19,
Bank and UBC
have all licenses, franchises, permits and other governmental
authorizations
that are legally required to enable them to conduct their
business as they are
currently doing so in all material respects and are in
compliance with all
applicable laws and regulations. Without limiting the generality
of the
foregoing, Bank has at all times maintained their employee
benefit plans in
compliance with the Internal Revenue Code and the Employee
Retirement Income
Security Act and all applicable rules and regulations
promulgated pursuant
thereto. All data and reports respecting Bank employee benefit
plans provided to
BOKF are complete and correct in all material respects. UBC has
officers and
directors but no employees.
4.20. Agreements with Regulatory Agencies. Except as set forth
on Schedule 4.20
and other than Stipulation and Consent to Issuance of Consent
Order to the
Office of the Comptroller of the Currency dated October 5, 2006,
neither Bank
nor UBC is subject to any cease-and-desist or other order issued
by, or a party
to any written agreement or memorandum of understanding with or
is a party to
any commitment letter or similar undertaking to, or is subject
to any order or
directive, or is a recipient of any extraordinary supervisory
letter from, or
has adopted any board resolutions at the request of (each a
"Regulatory
Agreement") any regulatory agency that materially restricts the
conduct of its
business or that in any manner relates to its capital adequacy,
its credit
policies, its management or its business, nor has Bank or UBC
been advised by
any regulatory agency that it is considering issuing or
requesting any
Regulatory Agreement.
4.21. Actions From and After December 31, 2006. Except as set
forth on Schedule
4.21, Bank has not taken any action from and after December 31,
2006 until the
date of this Agreement that is prohibited to be taken from and
after the date of
this Agreement by the provisions of Section 6.3. Without
limiting the generality
of the foregoing:
4.21.1. Bank has paid no dividends;
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4.21.2. From and after December 31, 2006, except as otherwise
disclosed in the
Schedules to this Agreement, Bank has made no changes in the
compensation of any
employees other than non-material cost of living and merit
adjustments
consistent with past practices or as otherwise provided on
Schedule 4.21.2.
4.22. Insurance. Bank and UBC have been continuously covered by
those insurance
policies in the amounts, with the deductibles and for the
periods identified on
Schedule 4.22 (the "Insurance Policies"). The Insurance Policies
do not have any
exceptions or exclusions other than those typically found in
policies of that
type.
4.23. Survival and Independence of Representations and
Warranties. The
representations and warranties of BFP, UBC and Bank made in this
Stock Purchase
Agreement shall survive the Closing notwithstanding any
investigation or
knowledge of BOKF; provided BOKF shall give notice to the Agent
(as herein after
defined) of any claim of a breach of any such representations
and warranties on
or before the second anniversary of the Closing Date (the "Claim
Notice
Deadline"). Each of the representations and warranties of UBC
and Bank set forth
in this Stock Purchase Agreement is a separate and independent
representation
and warranty, shall be cumulative of and in addition to all
other warranties and
representations, and shall not limit or be interpreted to be in
derogation of
any other representation or warranty made herein. Any disclosure
made on any
Schedule hereto shall be applicable to the entire Agreement and
not just one
representation or warranty.
4.24. Knowledge. As used herein, the knowledge of BFP, UBC
and/or the Bank shall
mean the knowledge of any one or more of the following persons:
the Chief
Executive Officer, Chief Financial Officer, Chief Lending
Officer or Human
Resources Officer any member of the Board of Directors of UBC or
the Bank have
or, in the reasonable exercise of their respective duties and
responsibilities,
should have knowledge.
5. Representations and Warranties of BOKF. BOKF represents and
warrants to BFP,
UBC and Bank that:
5.1. Incorporation and Corporate Power. BOKF is a corporation
duly organized,
validly existing and in good standing under the laws of the
state of Oklahoma.
BOKF has all the corporate power and authority necessary and
required to
consummate the transactions contemplated by this Stock Purchase
Agreement.
5.2. Non-Violation of Other Agreements. The execution and
delivery of this Stock
Purchase Agreement, and compliance with its terms and provisions
by BOKF and the
execution of any document required to be executed by BOKF, will
not:
5.2.1. Violate, conflict with or result in the breach of their
respective
certificates of incorporation or bylaws or any of the terms,
conditions or
provisions of any agreement or instrument to which BOKF is a
party, or by which
BOKF is bound;
5.2.2. Result in the creation or imposition of any lien, charge,
encumbrance or
restriction of any nature whatever upon any of the property,
contracts or
business of BOKF; or,
<PAGE> 9
5.2.3. Require the consent of any party to a contract with BOKF
and in order to
keep the contract enforceable.
5.3. Required Corporate Action. The execution, delivery and
consummation of this
Stock Purchase Agreement by BOKF has been duly and validly
authorized by the
board of directors of BOKF. The approval of the shareholders of
BOKF is not
required. This Stock Purchase Agreement has been duly executed
and delivered by
duly authorized officers of BOKF. This Stock Purchase Agreement
constitutes a
legal, valid and binding agreement and obligation of BOKF
enforceable against
BOKF in accordance with its terms, except as may be limited by
applicable
bankruptcy, insolvency, moratorium, receivership, and other
similar laws
affecting the rights of creditors generally.
5.4. Brokerage Fees. BOKF has not incurred or will incur,
directly or
indirectly, any liability for brokerage, finder's, financial
advisor's or
agent's fees or commissions by virtue of any commitment made by
BOKF in
connection with this Stock Purchase Agreement or any transaction
contemplated
hereby. BOKF has no knowledge that any party has asserted any
claim of such
nature against BOKF.
5.5. Survival and Independence of Representations and
Warranties. The
representations and warranties of BOKF made in this Stock
Purchase Agreement
shall not survive the Closing hereof. Each of the
representations and warranties
of BOKF set forth in this Stock Purchase Agreement is a separate
and independent
representation and warranty, shall be cumulative of and in
addition to all other
warranties and representations; and shall not be interpreted to
be in derogation
of any other representation or warranty or limit any other
representation or
warranty made herein.
6. Covenants.
6.1. Full Access. In order that BOKF shall have the full
opportunity to make
such investigations as it shall reasonably desire concerning
Bank and UBC and
its business affairs, Bank and UBC shall:
6.1.1. Give BOKF, its employees, counsel, accountants and other
authorized
representatives, as necessary to conduct the investigation, full
access, upon
reasonable notice to Bank and UBC and at reasonable times
without unduly
interfering with the conduct of business by Bank and UBC
throughout the period
up to the Closing, to all of the facilities, properties, books,
contracts and
records of Bank and UBC, including access to all meetings of the
Bank's and
UBC's Board of Directors, committees or officers (except for the
portions of
such meetings where this Agreement is discussed and where the
presence of BOKF
representatives could operate as a waiver of the Bank's or UBC's
attorney-client
privilege).
6.1.2. Authorize its accountants to give BOKF full access to the
accountants'
records, including work papers; and,
6.1.3. Furnish to BOKF throughout the period up to the Closing
all additional
financial, operating and other information concerning Bank and
UBC and their
business affairs, as BOKF may reasonably request.
<PAGE> 10
6.1.4. Notify BOKF's representative, Stacy Kymes, within one
business day of any
material changes, issues or claims which arise between the
Effective Date of
this Agreement and Closing.
All information provided pursuant to this Section 6.1 shall be
subject
to the provisions of Section 6.5.
6.2. Conduct of Business Prior to the Closing Date. From this
date until the
Closing Date, Bank and UBC shall, except as may be first
approved in writing by
BOKF (such approval not to be unreasonably withheld, delayed or
denied) or as is
otherwise permitted or conte
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