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