HomeMy WebLinkAbout20220805Purchase Agreement Draft - v1.pdf
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
Page 1
DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
DRAFT
STOCK AND OWNERSHIP INTERESTS PURCHASE AGREEMENT
between
Vector Holdings, LLC,
an Idaho Limited Liability Company
and
Israel Ray, an Individual and the Majority
Shareowner of the Atlanta Power Company
Dated as of August 26, 2022
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
Page 2
DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
TABLE OF CONTENTS
LIST OF EXHIBITS
ARTICLE ONE
PREAMBLE
ARTICLE TWO
RECITALS
ARTICLE THREE
DEFINITIONS AND CONSTRUCTION
ARTICLE FOUR
PURCHASE AND SALE
ARTICLE FIVE
CONDITIONS PRECEDENT TO CLOSING
ARTICLE SIX
PAYMENT TERMS
ARTICLE SEVEN
REPRESENTATIONS AND WARRANTIES OF THE SELLER
ARTICLE EIGHT
CONTRACTS AND PERMITS
ARTICLE NINE
BANK ACCOUNTS
ARTICLE TEN
MATERIAL MISSTATEMENTS OR OMISSIONS
ARTICLE ELEVEN
INDEMNIFICATION
ARTICLE TWELVE
MISCELLANEOUS
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
Page 3
DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
LIST OF EXHIBITS
Exhibit A
Promissory Note.
Exhibit B
Description of Land Transferred from Seller to Buyer
Exhibit C
Description of Land Transferred from Buyer to Seller
Exhibit D
Contracts
Exhibit F
Permits
Exhibit G
List of Company Assets being transferred
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
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DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
STOCK PURCHASE AGREEMENT
ARTICLE 1
PREAMBLE
This Stock Purchase Agreement (together with all exhibits appended hereto,
(“Agreement”) dated as of ___________, 2022 (the “Effective Date”), is made by and between
Vector Holdings, LLC, an Idaho limited liability company, of Boise, Idaho (“Buyer”) and Israel
Ray of Caldwell, Idaho (Seller). Buyer and Seller each may be referred to herein as a “Party”,
and collectively as the “Parties”.
ARTICLE 2
RECITALS
WHEREAS, Seller owns, beneficially and of record, and/or equitably the majority of the
authorized and outstanding stock and ownership interests (“Ownership Interests”) of the
Atlanta Power Company, Inc., an Idaho Corporation (“Company”);
WHEREAS, Company is an Electrical Corporation and Regulated Public Utility pursuant
to Title 61 of the Idaho Code and is subject to the regulatory jurisdiction of the Idaho Public
Utilities Commission (“Commission”);
WHEREAS, Seller desires to sell, and Buyer desires to purchase, on the terms and
subject to the conditions of this Agreement, the Ownership Interests of the Company;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
in this Agreement, the adequacy and sufficiency of which are hereby acknowledged, the Parties
agree as follows:
ARTICLE 3
DEFINITIONS AND CONSTRUCTION
3.1 Specific Definitions. When used in this Agreement, the following terms shall
have the meaning ascribed to them below:
“Applicable Law” shall mean laws, ordinances, orders, judgments, rules, regulations,
approvals, licenses, permits, and requirements of all regulatory and other Governmental
Authorities having jurisdiction, as applicable, over the Seller, the Company, the Company’s
Assets and or the Site.
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
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DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
“Assets” shall mean, all right, title and interest of the Company in and to all rights of any
kind, whether tangible or intangible, real or personal, including land and properties, rights-of-
way, leaseholds, easements, buildings, equipment, machinery, improvements, fixtures,
agreements, Contracts, hydrologic data, reports and studies (including those related to
environmental, cultural, resource and fish-and-wildlife matters), Permits, licenses, inventory,
books and records, proprietary rights, cash, accounts receivable, deposits and prepaid expenses.
The Assets of the Company included in this sale are described on Exhibit G.
“Contract” shall mean any and all agreements, rights-of-way, easements, deeds,
understandings or any other material documents, written or oral, entered into by the Seller or the
Company that relate in any way to the Company. “Contract” also means all of the material
documents relating to the employment of, or the performance of services by, any person or entity
on behalf the Company.
“Governmental Authority” shall mean any national, state, county, municipal or local
government or any political subdivision thereof, or any court or administrative tribunal or any
arbitrator with the authority to bind a party at law.
“Permits” shall mean all permits, licenses, approvals, consents, franchises, entitlements
and other authorizations issued by Government Authorities.
“Reports” shall mean any and all reports and studies related to the development,
construction, operation, maintenance, financing or ownership of the Company’s assets prepared,
commissioned by, or delivered to, Seller or an affiliate of Seller, including reports and studies
related to environmental, cultural resources, natural resources or fish and wildlife.
“Tax” shall mean any tax (including income tax franchise tax, capital gains tax,
estimated tax, ad valorem tax, sales tax, use tax, property tax, withholding tax or payroll tax)
assessment or fee (including related fines, penalties or interest) that is accrued or imposed or
assessed against the Company as of the date of Closing.
ARTICLE 4
PURCHASE AND SALE
4.1 Purchase and Sale; Closing. Subject to and upon the terms and conditions of this
Agreement, including all Conditions Precedent, unless waived in writing by Buyer, and upon
satisfaction of the Conditions Precedent to Closing, Seller shall sell, assign, transfer and deliver
to Buyer and Buyer shall purchase, acquire and accept from Seller, all of the Seller’s Ownership
Interests including stock certificates in the Company so that Buyer shall directly own all of the
Ownership Interests of the Company.
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
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DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
4.2 Buyer Declaration of Closing Date. Upon the satisfaction of all Conditions
Precedent to Closing, or said conditions having been waived by Buyer, Buyer shall declare the
Closing Date.
ARTICLE 5
CONDITIONS PRECEDENT TO CLOSING
5.1 Commission Approval. It is a Condition Precedent to closing that the
Commission issue its order approving this Agreement and dismissing the fines assessed under
Final Order # 35465 with no adverse material condition or qualification and that said order
approving this Agreement be final and non-appealable. The determination of what is, or what is
not, an adverse material condition or qualification shall be made at the sole discretion of either
the Buyer or the Seller and must be communicated prior to the date the Commission’s order
becomes final and non-appealable.
5.2 Documentation. It is a Condition Precedent to Closing that Seller delivers to
Buyer all certificates representing its Ownership Interests in the Company and all executed
transfer documentation in respect of Seller’s Ownership Interests as may reasonably be required
by the Buyer.
ARTICLE 6
PAYMENT TERMS
6.1 Payment
Payment by Buyer will take two distinct forms as detailed in Sections 6.2 and 6.3 below.
In combination, the payments in Sections 6.2 and 6.3 comprise the entire purchase price with the
payments in Section 6.3 being explicitly contingent upon certain of Seller’s conditions
antecedent.
6.2 Payment Via Note for $365,000.
In partial satisfaction of the total purchase price, Buyer shall issue a secured promissory
note to Seller for the total purchase price of three hundred sixty-five thousand dollars ($365,000).
The promissory note will have the following terms: (a) the interest rate shall be three percent
(3%) which rate shall be fixed until the promissory note is repaid in full; and (b) the promissory
note will be amortized with payments by Buyer of equal monthly installments of principal and
interest for fifteen (15) years payable on the first day of each succeeding month following the
date of Closing, or until paid in full. If the Buyer prepays the promissory note, it will make a
final payment of remaining principal and accrued interest to the date of prepayment. There shall
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
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DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
be no prepayment penalty if prepayment is made. A copy of the promissory note is attached to
this Agreement as Exhibit A.
6.3 Payment Via Power Bill Credit.
In addition to payments on the Note as detailed in Section 6.1, Buyer shall create a
contingency liability on the books of the Atlanta Power Company books in an original amount of
$155,000, the sum of which shall escalate at the rate of five percent (5%) annually. The
principal and interest on said $155,000 shall be credited in an amount equal to the monthly
electrical bill (the rates for which bill shall fluctuate with the Atlanta Power Company’s general
rates) at Seller’s residence in Atlanta, Idaho more particularly described as 170 Middle Fork
Rd., Atlanta, Idaho 83716. The monthly credit will apply to all electric consumption up to
6,000 kWh until the corpus of the $155,000 and accumulated interest, have been fully credited as
described herein or until otherwise terminated as described herein. Seller shall be responsible for
paying the cost of any electric consumption over the 6,000 kWh monthly limit. Buyer’s
obligation to credit Seller’s electric bill will terminate upon the occurrence of any of the
following: (1) the principal and interest are fully credited; or (2) Seller transfers ownership to the
property to any third person or entity including Seller’s estate in the event of Seller’s death; or
(3) Seller causes the name on the account to be changed.
6.4 Real Property Exchange
The Parties further agree that a land ‘swap’ is necessary to complete the consideration of
the sale such that Seller will grant title in fee simple to Buyer to a certain portion of that parcel of
land which the Atlanta Power Company is currently using for miscellaneous storage and backup
generators more particularly described on Exhibit B, attached hereto and incorporated by this
reference, and in exchange for said grant of title, Buyer will grant to Seller in fee simple a
certain portion of that parcel of land abutting Seller’s residence more particularly described on
Exhibit C, attached hereto and incorporated by this reference.
6.5 Further Assurances. At any time after the Closing Date, at Buyer’s reasonable
request, Seller shall promptly execute, acknowledge and deliver all such further acts, assurances
and instruments of sale, transfer, conveyance and confirmation as are reasonable required, and
take all such other action as Buyer may reasonable request, to transfer, convey, assign and
confirm Buyer’s right, title and interest to the Ownership Interests and to otherwise effect the
intent of this Agreement.
ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF THE SELLER
7.1 Seller represents, warrants and covenants to Buyer the following, to wit:
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
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DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
7.1.1 That Seller is the sole beneficial and record owner of the Ownership Interests of
the Company, and;
7.1.2 That the Company is an Idaho Corporation duly organized, validly existing and in
good standing under the laws of the State of Idaho, and that it has all requisite power and
authority to own its Assets and to carry on its business as now being conducted.
7.1.3 That Seller and the Company have all requisite power and organizational
authority to execute and deliver the documents required to be delivered to consummate the
transactions contemplated herein.
7.1.4 That no other Persons own an option or other right (contingent or otherwise),
including any right of first refusal or right of first offer, to acquire the Ownership Interests of the
Company or any equitable or other ownership interest in the Company.
7.1.5 That this Agreement has been duly authorized, executed and delivered by Seller.
7.1.6 That, to Seller’s knowledge, there are no facts, circumstances, proposals, plans, or
investigations which could reasonably be expected to have an adverse effect on the Company’s
continued operation, maintenance and use of the Company’s Assets, including, but not limited to
the Company’s hydroelectric generating asset.
7.1.7 That each Tax required to have been paid, or claimed by any Governmental
Authority to be payable, by the Company or in respect of any Assets or activities of the
Company, have been duly paid in full and no claim or other administrative or judicial
proceeding is pending or has been threatened against or with respect to the Company in respect
of any Tax, save those fines suspended by the Idaho Public Utilities Commission contingent on
this sale, described in Final Order #35465.
7.1.8 That the Company has no employees and has no unpaid liabilities or outstanding
liabilities associated with any former employee.
ARTICLE 8
CONTRACTS AND PERMITS
8.1 Exhibit D contains a true, complete and correct list of all Contracts (including
insurance contracts) entered into by the Company including each agreement, contract or
understanding relating to the employment of, or the performance of services by, any person or
entity on behalf of the Company.
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
Page 9
DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
8.2 Exhibit E contains a true, complete and correct list of all Permits related to,
associated with, or concerning the Company.
ARTICLE 9
BANK ACCOUNTS
9.1 Exhibit F contains a true, complete and correct list of all bank accounts, safe
deposit boxes, and related powers of attorney for the Company.
ARTICLE 10
MATERIAL MISSTATEMENTS OR OMISSIONS
10.1 None of the representations or warranties given by Seller in this Agreement or
any ancillary agreement to which Seller is a party when taken as a whole, contains any untrue
statement of a material fact, or omits to state any material fact necessary to make the statements
therein not misleading.
ARTICLE 11
INDEMNIFICATION
11.1 Seller shall indemnify and hold harmless Buyer together with Buyer’s members,
managers officers employees agents and advisors (Buyer Indemnified Party) from and against all
claims, damages, losses, liabilities and expenses (Losses) to which any Buyer Indemnified Party
becomes subject, which Losses arise out of or are incurred in connection with any breach by
Seller of this Agreement or of Seller’s covenants in this Agreement, and/or any fraud or
intentional misrepresentation or willful misconduct by Seller or the Company associated with
this Agreement.
11.2 The indemnification obligations contained in this Article 10 shall survive the
Closing or any termination of this Agreement.
ARTICLE 12
MISCELLANEOUS
12.1 This Agreement shall be binding upon each of the Parties hereto and each of their
permitted successor and assigns.
12.2 No failure on the part of a Party to exercise any power, right, privilege or remedy
under this Agreement, and no delay on the part of any Person in exercising any power, right,
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
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DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
privilege or remedy under this Agreement, shall operate as a waiver of such power, right,
privilege or remedy.
12.3 This Agreement and all exhibits hereto, represents the entire understanding and
agreement between the Parties with respect to the subject matter hereof and supersedes all prior
oral and written commitments and/or understandings between the Parties.
12.4 This Agreement shall be governed by and construed in accordance with the laws
of the State of Idaho, excluding any laws thereof which would direct application of the law of
another jurisdiction.
12.5 This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original, but all of which shall be one and the same document.
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties
hereto as of and on the date first written above.
BUYER SELLER
Vector Holdings, LLC Israel Ray
By:_____________________ ________________________
Name: President and owner, Atlanta Power Company
Title:
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
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DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
EXHIBIT A
PROMISSORY NOTE
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
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DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
EXHIBIT B
DESCRIPTION OF LAND FROM SELLER TO BUYER
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
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DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
EXHIBIT C
DESCRIPTION OF LAND FROM BUYER TO SELLER
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
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DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
EXHIBIT D
CONTRACTS
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
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DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
EXHIBIT E
PERMITS
The Certificate of Public Convenience and Necessity (CPCN) in the name of Atlanta Power
Company, Inc;
FERC License issued to Project No. 11541-001 issued on May 9, 2002;
Water Right # 63-206.
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
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DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
EXHIBIT F
BANK ACCOUNTS
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
Page 17
DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
EXHIBIT G
COMPANY ASSETS
Water Right # 63-2063;
All vehicles owned by the Company, specifically:
1. ;
2. ; and
3. .
ITEM STATUS COUNT NOTES
Poles
Inservice 26 less than 10 yrs
Inservice 77 more than 10 yrs
Inservice 54 needs replaced
Missing poles ? utilizing tree as pole currently
Inventory ?
Cut outs
Inservice 26
Inservice 5 needs replaced
Transformers
15’s 9
10’s 4
5’s 2
Unmarked/Unknown 17
Meters
Working 75
Currently reading 74
Inventory 4
COUNT SERIAL #
Hydro Generator 1 LM-239206-0501
Diesel Generator 1
Turbine 1
Wikki Gate Computer 1
Stock Purchase Agreement
Vector Holdings, LLC (Buyer)
Israel Ray (Seller)
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DRAFT STOCK PURCHASE AGREEMENT
ATLANTA POWER COMPANY
NICK JONES
AUGUST 2, 2022 (PM)
Control Panel 1
7 hp Compressor 1
1 set Dam Gates 1
[The parties are currently working to prepare a comprehensive inventory of the Company’s
assets. This asset list will be modified and updated when the inventory of the Company is
complete]