Exhibit 1.02
STOCK REPURCHASE
AGREEMENT
This Stock Repurchase Agreement
(this “Agreement”) is made as of the 29th day of March,
2005, by and among Domino’s Pizza, Inc., a Delaware
corporation (the “Company”), J.P. Morgan Capital, L.P.,
a Delaware limited partnership (“JPM Capital”), Sixty
Wall Street Fund, L.P. a Delaware limited partnership (“60
LP”) and J.P. Morgan Partners (BHCA), L.P., a Delaware
limited partnership (“BHCA” and collectively with JPM
Capital and 60 LP, the “Sellers”).
WHEREAS, each of the Sellers owns
the number of shares of common stock, par value $.01 per share (the
“Common Stock”) and non-voting common stock, par value
.01 per share (the “Non-Voting Common Stock) set forth
opposite such Seller’s name on Schedule I
hereto;
WHEREAS, the Sellers wish to
transfer to the Company, and the Company wishes to repurchase from
the Sellers the number of shares of Common Stock and Non-Voting
Common Stock (collectively, the “Shares”) set forth
opposite such Seller’s name on Schedule II hereto, on
the terms and subject to the conditions set forth in this
Agreement;
NOW, THEREFORE, in consideration of
the mutual covenants and agreements herein set forth, and for good
and valuable consideration, the parties hereto agree as
follows:
1. Purchase and Sale of
Shares
(a) At the Closing, and subject to
the terms and conditions hereof, the Sellers will transfer to the
Company, and the Company will repurchase from the Sellers, all of
the Shares. In connection with such transfer, each Seller will
deliver the stock certificates evidencing the Shares to the
Transfer Agent (as provided in Section 2(a) , below). In
exchange for the transfer of the Shares, the Company will pay each
Seller the amount set forth opposite such Seller’s name on
Schedule II (the “ Repurchase Consideration
”); representing a per Share price of $17.01 , which
is equal to ninety-five percent (95%) of the average closing price
of the Company’s Common Stock on the New York Stock Exchange
for the five trading day period beginning March 18, 2005 and ending
March 24, 2005 provided ; however , that the
aggregate amount paid to the Sellers for the Shares shall not
exceed $75,000,000.00.
(b) The closing of the purchase and
sale of the Shares (the “Closing”) shall take place on
March 29, 2005 at the offices of Ropes & Gray LLP, 45
Rockefeller Plaza, New York, New York 10111, or at such other time
or place as the parties shall mutually agree.
2. Deliveries at Closing
.
(a) Each Seller shall transfer or
cause to be transferred to the American Stock Transfer and Trust
Company (the “Transfer Agent”) on behalf of the Company
the stock certificates representing the Shares, duly endorsed in
blank for transfer (or together with a stock power duly endorsed in
blank for such stock certificate) and accompanied by a medallion
signature guarantee.
(b) The Company shall deliver or
cause to be delivered to each Seller: (i) the Repurchase
Consideration by check or wire transfer to an account designated by
each of the Sellers, and (ii) a copy, certified by the corporate
secretary of the Company, of the Board resolution of the Company
approving this Agreement and the repurchase of the
Shares.
3. Company Representations .
In repurchasing the Shares, the Company acknowledges, represents
and warrants to the Sellers that:
(a) The Company is a corporation
duly incorporated, validly existing and in good standing under the
laws of the State of Delaware. The Company has full and adequate
right, power, capacity and authority to enter into, execute,
deliver and perform this Agreement.
(b) This Agreement has been duly
executed and delivered by the Company and constitutes the legal,
valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms.
(c) The Company has not engaged any
investment banker, broker, or finder in connection with the
repurchase of the Shares hereunder and no broker’s or similar
fee is payable by the Company or any of its affiliates in
connection with the repurchase of the Shares hereunder.
(d) The repurchase of the Shares by
the Company will not conflict with, result in a breach or violation
of, or constitute a default under, any law applicable to the
Company or the charter documents of the Company or the terms of any
indenture or other agreement or instrument to which the Company is
a party or bound, or any judgment, order or decree applicable to
the Company of any court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over the
Company.
(e) No consent, approval,
authorization or order of any court or governmental agency or body
is required for the consummation by the Company of the repurchase
of the Shares hereunder.
(f) Except for the express
representations and warranties contained in this Agreement, neither
the Seller, nor any of its affiliates, attorneys, accountants and
financial and other advisors, has made any representations or
warranties to the Company.
4. Seller Representations .
Each Seller acknowledges, represents and warrants to the Company,
severally as to itself and not as to any other Seller,
that:
(a) JPM Capital is a limited
partnership validly existing under the laws of the State of
Delaware. The Seller has full and adequate right, power, capacity
and authority to enter into, execute, deliver and perform this
Agreement.
(b) 60 LP is a limited partnership
validly existing under the laws of the State of Delaware. The
Seller has full and adequate right, power, capacity and authority
to enter into, execute, deliver and perform this
Agreement.
(c) BHCA is a limited partnership
validly existing under the laws of the State of Delaware. The
Seller has full and adequate right, power, capacity and authority
to enter into, execute, deliver and perform this
Agreement.
(d) This Agreement has been duly
executed and delivered by the Seller and constitutes the legal,
valid and binding obligation of the Seller, enforceable against the
Seller in accordan
