Stock Purchase Agreement - Sodexho SA and Corrections Corporation of America
STOCK PURCHASE AGREEMENT
BETWEEN
SODEXHO S.A.
AND
CORRECTIONS CORPORATION OF AMERICA
DATED AS OF JUNE 29, 1995
<PAGE> 2
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT, dated as of June 29, 1995, between
Sodexho S.A., a French corporation or its designee (the "Purchaser"), and
Corrections Corporation of America, a Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company and the Purchaser are parties to a Stockholders
Agreement dated June 23, 1994, (the "Stockholders Agreement") pursuant to which
the Purchaser is entitled to participate in future offerings by the Company of
its securities; and
WHEREAS, on April 25, 1995, the Company issued 1,362,496 shares of
common stock of the Company in exchange for all of the outstanding shares of
Concept Incorporated in a share exchange; and
WHEREAS, as a result of such issuance by the Company of its securities
and in accordance with Section 9 of the Stockholders Agreement, on May 12,
1995, the Purchaser exercised its right to purchase from the Company 272,500
shares of the Company's Common Stock, $1.00 par value per share (the Common
Stock"); and
WHEREAS, the Purchaser and the Company are entering into this
Agreement to provide for such purchase and sale and to establish various rights
and obligations in connection therewith.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein set forth, the parties hereto agree as follows:
1. Purchase and Sales of Shares. Upon the terms set forth
herein, the Company agrees to sell to the Purchaser and the Purchaser agrees to
purchase from the Company an aggregate of 272,500 shares of Common Stock (the
"Shares") at a purchase price of $30.50 per share for an aggregate purchase
price of $8,311,250 (the "Purchase Price").
2. Closing.
2.1 Closing Date. The closing (the "Closing") of the
purchase and sale of the Shares shall take place on June 29, 1995 at the
offices of the Company or at such other time and place as the parties hereto
mutually agree.
2.2 Obligations at Closing. At the closing of the
purchase and sale of the Shares (the "Closing"):
(i) the Company shall deliver to the Purchaser a stock
certificate in definitive form registered in the name of the Purchaser
representing the Shares being purchased by it pursuant hereto; and
<PAGE> 3
(ii) the Purchaser shall concurrently pay to the Company
the Purchase Price by wire transfer of immediately available funds.
3. Representations and Warranties of the Company. The Company
represents and warrants as of the date hereof as follows:
3.1 Organization and Qualification. Each of the Company
and its subsidiaries is a corporation duly organized and existing in good
standing under the laws of the jurisdiction in which it is incorporated and has
the power to own its respective property and to carry on its respective
business as now being conducted. Each of the Company and its subsidiaries is
duly qualified as a foreign corporation to do business and in good standing in
every jurisdiction in which the nature of the respective business conducted or
property owned by it makes such qualification necessary and where the failure
so to qualify would have a material adverse effect on the business or financial
position of the Company and its subsidiaries taken as a whole.
3.2 Due Authorization. The execution and delivery of
this Agreement (i) are within the corporate power and authority of the Company;
(ii) do not require the approval or consent of any stockholders of the Company;
and (iii) have been authorized by all requisite corporate proceedings on the
part of the Company. This Agreement has been duly executed and delivered by
the Company and constitutes a valid and binding agreement of the Company
enforceable in accordance with its respective terms, except that (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium, or other similar laws now or hereafter in effect relating to
creditors' rights, and (ii) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceeding therefor may be
brought.
3.3 SEC Reports. (a) The Company has filed in a timely
manner with the Securities and Exchange Commission (the "SEC") all proxy
statements, reports, and other documents required to be filed by it under the
Exchange Act, including its Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 (collectively, the "SEC Reports"). Each SEC Report was
in substantial compliance with the requirements of its respective report form
and did not on the date of filing contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which there were made, not misleading.
(b) The financial statements (including any related
schedules and/or notes) included in the SEC Reports have been prepared in
accordance with generally accepted accounting principles consistently followed
(except as indicated in the notes thereto) throughout the periods involved and
fairly present the consolidated financial condition, results of operations and
changes in stockholders' equity of the Company and its subsidiaries as of the
dates thereof and for the periods ended on such dates (in each case subject, as
to interim statements, to changes resulting from normal year-end audit
adjustments (none of which will be material in amount or effect)), and the
Company has no material liabilities, contingent or otherwise, not reflected in
the balance sheet as of December 31, 1994 included in the SEC Reports or
otherwise referred to in
2
<PAGE> 4
the SEC Reports or otherwise disclosed to the Purchaser in writing prior to the
execution by the Purchaser of this Agreement, other than any such liabilities
incurred in the ordinary course of business since December 31, 1994. There has
been no material adverse change in the business, prospects, condition or
operations (financial or otherwise) of the Company and its subsidiaries taken
as a whole from that set forth in the SEC Reports, other than changes disclosed
or referred to in the SEC Reports or otherwise disclosed to the Purchaser in
writing prior to the execution by the Purchaser of this Agreement.
3.4 Actions Pending; Compliance with Law. There is no
action, suit, investigation, proceeding claim or penalty pending or, to the
knowledge of the Company, threatened by any public official or governmental
authority or agency, against the Company or any of its properties or assets by
or before any court, arbitrator or governmental body, department, commission,
board, bureau, agency or instrumentality, which questions the validity of this
Agreement, or the Shares or any action taken or to be taken pursuant hereto or
thereto, or, except as set forth in the SEC Reports, which are reasonably
likely to result in any material adverse change in the business, prospects or
financial condition of the Company.
3.5 Conflicts. Except as set forth on Schedule 3.5
hereto, neither the execution and delivery of this Agreement, and the issuance
of the Shares nor fulfillment of or compliance with the terms and provisions
hereof, will conflict with or result in a breach of the terms, conditions or
provisions of, or give rise to a right of termination under, or constitute a
default under, or result in any violation of, the Certificate of Incorporation
or Bylaws of the Company or any mortgage, agreement, security, instrument,
order, judgment, decree, statute, law, rule or regulations to which the Company
or any of its subsidiaries or any of their respective property is subject.
Neither the Company nor any of its subsidiaries is in default under any
outstanding indenture or other debt instrument or with respect to the payment
of the principal of or interest on any outstanding obligations for borrowed
money, is in default under any of their respective contracts or agreements, or
under any instrument by which the Company or any of its subsidiaries is bound,
in each case which materially and adversely affects the business, operations or
condition (financial or otherwise) of the Company and its subsidiaries taken as
a whole.
3.6 Capitalization. The authorized capital stock of the
Company consists of (a) 50,000,000 shares of Common Stock, of which, as of the
date hereof, 14,924,475 shares are outstanding and 63,356 shares are held in
its treasury; and (b) 1,000,000 shares of preferred stock, $1.00 par value, and
as the date hereof, no shares of which are issued and outstanding; all of such
outstanding shares have been validly issued and are fully paid and
nonassessable. No class of capital stock of the Company is entitled to
preemptive rights. The Company has no contractual obligations with respect to
preemptive rights other than those previously granted to the Purchaser. Except
for the convertible notes, options and warrants listed on Schedule 3.6 hereto,
there are no outstanding options, warrants, convertible notes, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, shares of any capital stock of the
Company, or contracts, commitments, understandings, or arrangements by which
the Company is or may become bound to issue additional shares of its capital
stock or options, warrants or rights to purchase or acquire any shares of its
capital stock.
3
<PAGE> 5
Since May 26, 1995, the Company has not changed the amount of its authorized
capital stock or subdivided or otherwise changed any shares of any class of its
capital stock, whether by way of reclassification, recapitalization, stock
split or otherwise, or issued or reissued, or agreed to issue or reissue, any
of its capital stock, except as disclosed in this Section 3.6 and has not since
such date declared or paid any dividend in cash or stock or made any other
distribution of assets to its stockholders. Except as disclosed in Schedule
3.6(b) hereto and Schedule 4.12 of that certain Securities Purchase Agreement
dated June 23, 1994 by and between the Company and the Purchaser, there are no
existing rights with respect to registration under the Securities Act of 1933,
as amended, of any of the Company's capital stock.
3.7 Disclosure. Neither this Agreement nor the SEC
Reports nor the financial statements included in the SEC Reports nor any
certificate or written disclosure statement referred to herein and furnished to
the Purchaser by or on behalf of the Company in connection with the
transactions contemplated hereby contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the
statements contained herein and therein not misleading. There is no fact
peculiar to the Company or any of its subsidiaries which the Company has not
disclosed to Purchaser in writing which materially affects adversely or, so far
as the Company can now reasonably foresee, will materially affect adversely the
properties, business, or condition (financial or otherwise) or contracts of the
Company and its subsidiaries taken as a whole or the ability of the Company to
perform this Agreement, or its obligations in respect of the Shares.
3.8 Governmental Consents, Etc. The Company is not
required to obtain any consent, approval, or authorization of, or to make any
declaration or filing with, any governmental authority as a condition to or in
connection with the valid execution, delivery, and performance of this
Agreement and the valid offer, issue, sale or delivery of the Shares, or the
performance by the Company of its obligations in respect thereof, except for
the filing of (i) a Supplemental Listing Application with the New York Stock
Exchange and (ii) a notification under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act") (and any extension
thereof), and any filings required pursuant to state and federal securities
laws which will be timely made after the Closing hereunder.
3.9 Status of Shares. The Shares being issued on the
date hereof have been duly authorized by all necessary corporate action on the
part of the Company (no consent or approval of stockholders being required by
law, the Certificate of Incorporation or the By-laws of the Company or
otherwise), and such Shares, upon Closing, will be validly issued, fully paid
and nonassessable.
3.10 Offering of Shares. The offer, issuance, and sale by
the Company to the Purchaser of the Shares are exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933, as amended (the
"Securities Act") and have been, or will be as of Closing, registered or
qualified (or are, or will be as of the Closing, exempt from registration and
qualification) under the registration, permit, or qualification requirements of
all applicable state blue sky and securities laws.
4
<PAGE> 6
3.11 Brokers or Finders. No agent, broker, investment
banker, or other firm or person, including any of the foregoing that is an
affiliate of the Company is or will be entitled to any broker's fees or any
other commission or similar fee from the Company in connection with any of the
transactions contemplated by this Agreement.
4. Representations and Warranties of the Purchaser. The
Purchaser represents and warrants as of the date hereof as follows:
4.1 Organization and Qualification. Purchaser is a
societe anonyme duly organized, validly existing and in good standing under the
laws of France.
4.2 Due Authorization. The Purchaser has all right,
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by the Purchaser and the consummation by the Purchaser of the transactions
contemplated hereby have been duly authorized by all necessary action on behalf
of the Purchaser. This Agreement has been duly executed and delivered by the
Purchaser and constitutes a valid and binding agreement of the Purchaser
enforceable in accordance with its terms, except that (i) such enforcement may
be subject to bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights, and (ii)
the remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought.
4.3 Conflicting Agreements and Other Matters. Neither
the execution and delivery of this Agreement nor the performance by the
Purchaser of its obligations hereunder will conflict with, result in a breach
of the terms, conditions, or provisions of, constitute a default under, result
in the creation of any mortgage, security interest, encumbrance, lien, or
charge of any kind upon any of the properties or assets of the Purchaser
pursuant to, or require any consent, approval, or other action by or any notice
to or filing with any court or administrative or governmental body pursuant to,
the organizational documents or agreements of the Purchaser or any agreement,
instrument, order, judgment, decree, statute, law, rule, or regulation by which
the Purchaser is bound, except for (i) notification filing under the HSR Act,
and (ii) filings after the Closing under Sections 13(d) and 16(a) of the
Securities Exchange Act of 1934, as amended.
4.4 Acquisition for Investment; Source of Funds. (a) The
Purchaser is acquiring the Shares being purchased by it for its own account for
the purpose of investment and not with a view to or for sale in connection with
any distribution thereof, and the Purchaser has no present intention or plan to
effect any distribution of the Shares.
(b) The Purchaser will acquire the Shares for its own
account for the purpose of investment and not in conjunction with any person,
directly or indirectly, and not with a view to exercising control over the
Company, or merging or otherwise combining the Company with any other person or
effecting any change in the corporate structure of the Company or the manner in
which the Company conducts its business.
5
<PAGE> 7
4.5 Brokers or Finders. No agent, broker, investment
banker, or other firm or person, including any of the foregoing that is an
affiliate of the Purchaser, is or will be entitled to any broker's fees or any
other commission or similar fee from the Purchaser in connection with any of
the transactions contemplated by this Agreement.
4.6 Accredited Investor. The Purchaser is an "accredited
investor" within the meaning of Rule 501 promulgated under the Securities Act.
5. Miscellaneous.
5.1 Applicability of Provisions of Securities Purchase
Agreement. Except as expressly set forth in this Agreement, all agreements,
covenants, undertakings, provisions, stipulations, and promises contained in
that certain Securities Purchase Agreement (the "Securities Purchase
Agreement") by and between the parties hereto, dated June 23, 1994 (including
the documents set forth in the exhibits thereto) and the Stockholders Agreement
shall be applicable to the purchase of the Shares by the Purchaser. Except as
provided by this Agreement, or unless the context or use indicates another or
different meaning or intent, defined words and terms used in this Agreement
shall have the same meaning as in the Securities Purchase Agreement and the
Stockholders Agreement.
5.2 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such which may be hereafter declared invalid, void or
unenforceable.
5.3 Counterparts. This Agreement may be executed in one
or more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more of the counterparts have
been signed by each party and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
5.4 Notices. All notices, consents, requests,
instructions, approvals and other communications provided for herein shall be
validly given, if in writing and delivered personally, by telecopy or sent by
registered mail, postage prepaid, if to:
The Company:
Corrections Corporation of America
102 Woodmont Boulevard, Suite 800
Nashville, Tennessee 37205
Attention: Doctor R. Crants
6
<PAGE> 8
With a copy to:
Stokes & Bartholomew, P.A.
424 Church Street, Suite 2800
Nashville, Tennessee 37219
Attention: Elizabeth E. Moore, Esq.
Purchaser:
Sodexho S.A.
3 avenue Newton
78180 Montigny-le-Bretonneux
FRANCE
Attention: Bernard Carton
With a copy to:
Ropes & Gray
One International Place
Boston, Massachusetts 02110
Attention: Howard K. Fuguet, Esq.
or to such other address as any party may, from time to time, designate in a
written notice given in a like manner.
5.5 Amendments. This Agreement may not be waived,
changed, modified, or discharged orally, but only by an agreement in writing
signed by the party or parties against whom enforcement of any waiver, change,
modification or discharge is sought or by parties with the right to consent to
such waiver, change, modification or discharge on behalf of such party.
5.6 Cooperation. The Purchaser and the Company agree to
take, or cause to be taken, all such further or other actions as shall
reasonably be necessary to make effective and consummate the transactions
contemplated by this Agreement.
5.9 Successors and Assigns. All covenants and agreements
contained herein shall bind and inure to the benefit of the parties hereto and
their respective successors and assigns.
5.10 Survival of Representations and Warranties. All
representations and warranties contained herein or made in writing by any party
in connection herewith other than those contained in Section 3.9 hereof shall
survive the execution and delivery of this Agreement and shall terminate upon
the issuance and delivery of the Shares. The representations contained in
Section 3.9 hereof shall expire upon the expiration of the applicable statute
of limitations.
5.11 Delivery of Legal Opinion. At the Closing, the
Company shall deliver the legal opinion of its counsel, Stokes & Bartholomew,
P.A. in form acceptable to the Purchaser.
7
<PAGE> 9
5.12 Transfer of Shares. (a) The Purchaser understands
and agrees that Shares have not been registered under the Securities Act of
1933, as amended (the "Securities Act") or the securities laws of any state and
that they may be sold or otherwise disposed of only in one or more transactions
registered under the Securities Act and, where applicable, such laws or as to
which an exemption from the registration requirements of the Securities Act
and, where applicable, such laws are available. The Purchaser and the Company
agree that (i) the Shares shall be subject to and entitled to the benefits of
the terms and conditions of that certain Registration Rights Agreement dated
June 23, 1994 by and between the Purchaser and the Company (the "Registration
Rights Agreement"), (ii) the Shares are Registrable Securities as defined in
the Registration Rights Agreement, and (iii) the Shares shall be entitled to
the registration rights granted to the former shareholders of TransCor America,
Inc. and/or Concept Incorporated. The Purchaser acknowledges that, except as
provided in the Registration Rights Agreement, the Purchaser has no right to
require the Company to register the Shares. The Purchase understands and
agrees that each certificate representing the Shares shall bear the following
legends:
"THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE IS RESTRICTED BY AN AGREEMENT ON FILE AT THE
OFFICES OF THE CORPORATION."
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF
SUCH ACT OR SUCH LAWS."
5.13 Governing Law. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of
Delaware. The Company and the Purchaser each hereby irrevocably submit to the
jurisdiction of said Court and agree that neither will sue in connection with
any matter covered under this Agreement in any other court. The English
language version of all documents related to the transactions contemplated
hereby will govern.
5.14 Publicity. Each of the parties hereto agrees that it
will make no statement regarding the transactions contemplated hereby without
mutual consent. Notwithstanding the foregoing, each of the parties hereto may,
in documents required to be filed by it with the SEC or other regulatory
bodies, make such statements with respect to the transactions contemplated
hereby as each may be advised is legally necessary upon advice of its counsel.
5.15 Expenses. Except as otherwise provided herein, each
of the parties shall be responsible for their own expenses relating to the
transactions contemplated hereby.
8
<PAGE> 10
IN WITNESS WHEREOF, the Purchaser and the Company have caused
this Agreement to be duly executed and delivered, all as of the day
and year first above written.
SODEXHO S.A.
By:
--------------------------
Its:
--------------------------
CORRECTIONS CORPORATION OF AMERICA
By:
--------------------------
Its:
--------------------------
9