Back to top

SHARE PURCHASE AGREEMENT

Stock Purchase Agreement

SHARE PURCHASE AGREEMENT | Document Parties: GLOBALSANTAFE CORP | SFIC Holdings (Cayman), Inc. | Kuwait Petroleum Corporation You are currently viewing:
This Stock Purchase Agreement involves

GLOBALSANTAFE CORP | SFIC Holdings (Cayman), Inc. | Kuwait Petroleum Corporation

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: SHARE PURCHASE AGREEMENT
Governing Law: New York     Date: 12/16/2005
Industry: Oil Well Services and Equipment     Law Firm: Skadden, Arps, Slate, Meagher Flom LLP; Baker Botts L.L.P.     Sector: Energy

50 of the Top 250 law firms use our Products every day

Exhibit 10.3

 

EXECUTION COPY

 

SHARE PURCHASE AGREEMENT

 

This SHARE PURCHASE AGREEMENT (this “Agreement”) is dated as of December 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 20,000,000 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 underwriter(s) named therein (the “Underwriter(s)”) pursuant to which the Company will issue and sell to the Underwriter(s) for cash in connection with a firm commitment underwriting (the “Public Offering”) 20,000,000 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 statement on Form S-3 (No. 333-127168) (as amended to the date hereof, the “Registration Statement”) and a prospectus supplement dated December 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, the 20,000,000 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, 20,000,000 SFIC Holdings Shares at a price per share of $48.86 (the “Per Share Price”), which 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).

 

1


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 L.L.P., 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 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

 

2


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 financial condition of the Company to make an informed decision regarding the sale of Ordinary Shares pursuant to this Agreement.

 

3


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 material respect or prevent the consummation of any of the transactions contemplated by this Agreement.

 

4


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 Underwriter(s) 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 Closing Date of each the following condit


SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Close this window