SECURITIES PURCHASE AGREEMENT
by and among
EDGEN ACQUISITION CORPORATION,
ING FURMAN SELZ INVESTORS III L.P.,
ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD.,
ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC
Dated as of February 1, 2005
TABLE OF CONTENTS
SECURITIES PURCHASE AGREEMENT
THIS IS A SECURITIES PURCHASE AGREEMENT, dated as of February 1, 2005 (the “ Agreement ”), by and among Edgen Acquisition Corporation, a Delaware corporation (the “ Company ”), ING Furman Selz Investors III L.P., a Delaware limited partnership (“ ING Furman Selz ”), ING Barings Global Leveraged Equity Plan Ltd., a Bermuda corporation, (“ ING Barings Global ”), ING Barings U.S. Leveraged Equity Plan LLC, a Delaware limited liability company (“ ING Barings U.S. ” and, together with ING Furman Selz and ING Barings Global, the “ JCP Funds ”). The JCP Funds are sometimes referred to herein individually as an “ Investor ” and collectively as the “ Investors .”
A. This Agreement is being entered into in connection with the consummation of the transactions contemplated by the Stock Purchase Agreement, dated as of December 31, 2004 (the “ Stock Purchase Agreement ”), by and among Edgen Corporation, a Nevada corporation (“ Edgen ”), the Company and the other parties thereto, pursuant to which the Company will acquire all of the outstanding capital stock of Edgen. Immediately after the acquisition, the Company will merge with Edgen with Edgen remaining as the surviving entity.
B. Pursuant to the terms hereof, in connection with the consummation of the transactions contemplated by the Stock Purchase Agreement, the Company desires to sell, and the Investors desire to purchase for cash, (i) the number of shares of the Company’s Preferred Stock, par value $.01 per share (“Preferred Stock”) and (ii) the number of shares of Common Stock of the Company, par value $.01 per share (“Common Stock”) in each case as set forth opposite such Investor’s name on Schedule I hereto.
C. Also in connection with the transactions contemplated by the Stock Purchase Agreement, pursuant to a separate Securities Purchase Agreement, the Company intends to sell for cash additional shares of Preferred Stock and Common Stock, to the officers and directors of Edgen who are parties thereto (the “ Management Investors ”).
D. Immediately following the purchase and sale of securities referred to above, the Company will use such cash proceeds in part to acquire, pursuant to the Stock Purchase Agreement, the outstanding capital stock of Edgen.
E. In connection with the execution and delivery of this Agreement, the Investors, the Management Investors and the Company are also entering into a Securities Holders Agreement (the “ Securities Holders Agreement ”) and a Registration Rights Agreement (the “ Registration Rights Agreement ”) substantially in the forms of Exhibit A and Exhibit B hereto, respectively, in order to set forth more fully certain agreements regarding their future relationships and their rights and obligations with respect to Securities of the Company.
F. As used herein, the term “ Securities ” shall mean Common Stock, Preferred Stock, and any other shares of capital stock of the Company, and any securities convertible into or exchangeable for such capital stock, and any options (including any options now or hereafter issued to Management Investors), warrants or other rights to acquire such capital stock or securities, now or hereafter held by any party hereto, including all other securities of the Company (or a successor to the Company) received on account of ownership of Common Stock or Preferred Stock, including all securities issued in connection with any merger, consolidation, stock dividend, stock distribution, stock split, reverse stock split, stock combination, recapitalization, reclassification, subdivision, conversion or similar transaction in respect thereof.
In consideration of the mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:
PURCHASE OF SECURITIES
1.1 . Sale and Purchase of Common Stock and Preferred Stock . (a) Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 1.2), the Company will issue and sell to each Investor, and each Investor will purchase, the number of shares of Preferred Stock and Common Stock set forth opposite the name of such Investor on Schedule I hereto.
(b) The per share purchase price for the Preferred Stock and Common Stock to be purchased under this Section 1.1 shall be $1,000 per share and $1 per share, respectively. The aggregate purchase price to be paid by each Investor purchasing stock pursuant to this Section 1.1 is set forth opposite such Investor’s name on Schedule I hereto. The Investors shall pay the purchase price for the shares of Preferred Stock and/or Common Stock purchased by them hereunder by wire transfer of immediately available funds to an account designated by the Company.
(c) The obligations of the Investors purchasing Securities under this Section 1.1 are several in nature, and no Investor shall have any obligation to purchase any Securities subscribed for hereunder by any other Investor.
1.2 . Closing . (a) The closing (the “ Closing ”) of the purchase and sale of the Securities referred to in Section 1.1 will take place concurrently with the Closing of the Stock Purchase Agreement or at such other time or on such other date as may be agreed by the parties hereto. The date such Closing occurs is referred to herein as the “ Closing Date .”
(b) At the Closing, the Company will deliver to each Investor certificates evidencing the number of shares of Preferred Stock and Common Stock to be purchased by such
Investor as set forth opposite such Investor’s name on Schedule I hereto, registered in such Management Investor’s name, against payment of the purchase price therefor in cash, by wire transfer of immediately available funds, with confirmed receipt.
1.3. Conditions to the Investor’s Obligations . The obligation of each Investor to purchase such Investor’s Securities at the Closing is subject to the satisfaction on or prior to the date hereof of the following conditions:
(a) The representations and warranties of the Company set forth in Article II hereof shall be true and correct in all material respects on and as of the Closing Date as though then made, and all covenants of the Company set forth in Article I required to be performed on or prior to the Closing shall have been performed in all material respects.
(b) No preliminary or permanent injunction or order, decree or ruling of any nature issued by any court or governmental agency of competent jurisdiction, nor any statute, rule, regulation or executive order promulgated or enacted by any United States federal, state or local governmental authority, shall be in effect, that would prevent the consummation of the transactions contemplated by this Agreement or the Stock Purchase Agreement.
(c) All of the conditions to effecting the transactions contemplated by the Stock Purchase Agreement shall have been fulfilled or waived in accordance with the terms of the Stock Purchase Agreement.
(d) The Company shall have executed and delivered the Securities Holders Agreement and the Registration Rights Agreement.
(e) The Company’s Amended and Restated Articles of Incorporation and Bylaws shall be substantially in the forms of Exhibit C and Exhibit D hereto, respectively.
(f) All corporate and other proceedings, if any, taken or to be taken by the Company in connection with the transactions contemplated hereby shall have been taken.
1.4. Conditions to the Company’s Obligations . The obligations of the Company to issue and sell the Securities to each Investor as set forth herein at the Closing are subject to the satisfaction on or prior to the Closing of the following conditions:
(a) The representations and warranties of each Investor set forth in Article III hereof shall be true and