SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
ADMINISTRADORA DE FONDOS DE PENSIONES PROVIDA S.A.
(Provida Pension Fund Administrator)
(Name of Issuer)
SHARES OF COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
020304634
(CUSIP Number)
AMERICAN DEPOSITARY SHARES (ADS) EACH REPRESENTING
FIFTEEN (15) SHARES OF COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
00709P108
(CUSIP Number)
Matthew Ricciardi
MetLife, Inc.
1095 Avenue of the Americas
New York, New York 10036
(212) 578-2675
August 22, 2014
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
Page 1 of 16
CUSIP No. 020304634 | 13D |
1. | NAMES OF REPORTING PERSONS
MetLife, Inc. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS (see instructions)
WC | |||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
¨ | |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 | ||||
8. | SHARED VOTING POWER
307,270,773 | |||||
9. | SOLE DISPOSITIVE POWER
0 | |||||
10. | SHARED DISPOSITIVE POWER
307,270,773 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
307,270,773 | |||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨ | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.7% | |||||
14. | TYPE OF REPORTING PERSON (see instructions)
CO, HC |
Page 2 of 16
CUSIP No. 020304634 | 13D |
1. | NAMES OF REPORTING PERSONS
MetLife Chile Acquisition Co. S.A. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS (see instructions)
AF, WC | |||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
¨ | |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Chile | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 | ||||
8. | SHARED VOTING POWER
136,247,200 | |||||
9. | SOLE DISPOSITIVE POWER
0 | |||||
10. | SHARED DISPOSITIVE POWER
136,247,200 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,247,200 | |||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨ | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.1% | |||||
14. | TYPE OF REPORTING PERSON (see instructions)
CO |
Page 3 of 16
CUSIP No. 020304634 | 13D |
1. | NAMES OF REPORTING PERSONS
Inversiones Previsionales S.A. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS (see instructions)
| |||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
¨ | |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Chile | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 | ||||
8. | SHARED VOTING POWER
171,023,573 | |||||
9. | SOLE DISPOSITIVE POWER
0 | |||||
10. | SHARED DISPOSITIVE POWER
171,023,573 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,023,573 | |||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨ | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.6% | |||||
14. | TYPE OF REPORTING PERSON (see instructions)
CO |
Page 4 of 16
This Amendment No. 2 is being filed by MetLife, Inc. (MetLife), and its indirect wholly-owned subsidiaries, MetLife Chile Acquisition Co. S.A. (Purchaser) and Inversiones Previsionales S.A. (Inversiones Previsionales, and collectively with MetLife and Purchaser, the Reporting Persons) with respect to the Common Shares, without par value (collectively, the Common Shares, and each a Common Share) of Administradora de Fondos de Pensiones Provida S.A. (the Company), and it hereby amends the statement of beneficial ownership on Schedule 13D originally filed on October 11, 2013, as amended on March 21, 2014 (collectively with this Amendment No. 2, the Schedule 13D). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D.
Item 2. Identity and Background
Item 2 is hereby amended and supplemented by replacing the last two paragraphs with the following:
The name, business address, present principal occupation or employment (including the name, principal business and address of any corporation or other organization in which such employment is conducted) and place of citizenship of each executive officer and director of MetLife, Purchaser and Inversiones Previsionales are set forth on Schedules I, II and III attached hereto and are incorporated herein by reference.
To the best knowledge of MetLife, Purchaser and Inversiones Previsionales, none of MetLife, Purchaser, Inversiones Previsionales or any of the persons listed in Schedules I, II and III have been, during the past five (5) years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented by adding the following:
The Reporting Persons paid an aggregate of U.S. $27,795,901.82 for the ADSs acquired in connection with the transactions described herein, which was funded through MetLife and its subsidiaries existing cash balances.
Item 4. Purpose of Transactions
Item 4 is hereby amended and supplemented by adding the following:
All of the Reporting Persons interest in the Company is expected to be held in the form of Common Shares in Chile. The Reporting Persons will continue to take steps to surrender all of the ADSs owned by the Reporting Persons to the ADS Depositary, in accordance with the Deposit Agreement, in exchange for the Common Shares represented thereby.
As previously reported, subject to applicable law, the Reporting Persons currently intend to acquire additional Common Shares and ADSs through open market purchases, privately negotiated transactions or purchases facilitated by brokers in Chile or the United States, or otherwise. In connection with any such acquisition of additional Common Shares or ADSs, the Reporting Persons may enter into contracts and other
Page 5 of 16
arrangements with brokers and other market participants in Chile or the United States. Subject to applicable law, if and to the extent any such acquisitions occur prior to September 28, 2014, the first anniversary of the termination of the U.S. Offer, the Reporting Persons currently intend to pay consideration at least equal to the amount paid per Common Share and per ADS in the U.S. Offer U.S. $6.1476 per Common Share and U.S. $92.2140 per ADS, in each case, in cash, without interest thereon, less the amount of any fees, expenses and withholding taxes that may be applicable.
As disclosed in the Companys Report of Foreign Private Issuer on Form 6-K filed on June 6, 2014, the Company has taken steps to (i) terminate the Deposit Agreement and (ii) delist the ADSs from the New York Stock Exchange. Subject to applicable law, MetLife may cause the Company to terminate the Companys registration with the SEC, to delist the Companys Common Shares from the Chilean Stock Exchanges and to terminate the Companys registration with the Chilean Securities and Insurance Commission (Superintendencia de Valores y Seguros).
If and when the Reporting Persons directly or indirectly hold in the aggregate more than 95% of the then outstanding Common Shares, remaining minority shareholders (including remaining U.S. holders) may be able to exercise limited redemption rights in accordance with Chilean law. Under Chilean law and the Company bylaws, the Reporting Persons are not currently permitted to squeeze out the remaining holders of Common Shares or ADSs, although if a squeeze-out right becomes available in the future, the Reporting Persons reserve the right to exercise it to the fullest extent permitted by law.
Except as set forth in this Schedule 13D (including any information incorporated by reference) and in connection with the transactions described in this Schedule 13D, none of the Reporting Persons has any plan or proposal that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 to the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 (a, b) is hereby amended and restated as follows:
(a, b) Since March 21, 2014, MetLife has acquired 4,521,450 Common Shares, as described in Item 5(c) below. Inversiones Previsionales is the direct record owner of and has shared voting and dispositive power with respect to 171,023,573 Common Shares, representing approximately 51.6% of the outstanding Common Shares. Purchaser is the direct record owner and has shared voting and dispositive power with respect to 136,247,200 Common Shares (including those held in ADS form), representing approximately 41.1% of the outstanding Common Shares. MetLife may be deemed to beneficially own and have shared voting and dispositive power with respect to 307,270,773 Common Shares (including those held in ADS form), representing 92.7% of the issued and outstanding Common Shares, which is the sum of the Common Shares held by its indirect wholly-owned subsidiaries, Inversiones Previsionales and Purchaser.
Page 6 of 16
Item 5 (c) is hereby amended and supplemented by adding the following:
(c) The table below sets forth the transactions in Common Shares since March 21, 2014 by the Reporting Persons. Except as otherwise indicated below, all such transactions were open market purchases of ADSs on the New York Stock Exchange in U.S. dollars by Purchaser.
Date of Transaction |
Number of ADSs Purchased | Price Per ADS (U.S. $)* | ||||||||
3/28/14 | 9,975 | ** | 92.21 | |||||||
3/31/14 | 75,992 | ** | 92.21 | |||||||
5/15/14 | 3,189 | 92.21 | ||||||||
5/16/14 | 81,732 | ** | 92.21 | |||||||
5/16/14 | 2,355 | 92.21 | ||||||||
5/19/14 | 1,272 | 92.21 | ||||||||
5/30/14 | 3,690 | 92.21 | ||||||||
6/2/14 | 3,593 | 92.21 | ||||||||
6/3/14 | 931 | 92.21 | ||||||||
6/4/14 | 2,775 | 92.21 | ||||||||
6/5/14 | 103 | 92.21 | ||||||||
6/6/14 | 1 | 92.21 | ||||||||
6/9/14 | 3,993 | 92.21 | ||||||||
6/10/14 | 1,491 | 92.21 | ||||||||
6/12/14 | 1,249 | 92.21 | ||||||||
6/19/14 | 10,468 | 92.21 | ||||||||
6/20/14 | 226 | 92.21 | ||||||||
6/23/14 | 2,242 | 92.21 | ||||||||
6/24/14 | 239 | 92.21 | ||||||||
6/25/14 | 861 | 92.21 | ||||||||
6/26/14 | 126 | 92.21 | ||||||||
6/27/14 | 109 | 92.21 | ||||||||
6/30/14 | 547 | 92.21 | ||||||||
8/22/14 | 94,271 | ** | 92.21 |
* | Prices do not include broker commissions. |
** | Privately negotiated purchases. |
As a result of the above-described transactions, MetLife currently indirectly owns 307,270,773 Common Shares (including 2,005,965 Common Shares represented by ADSs) representing approximately 92.7% of the outstanding Common Shares.
The information set forth under Item 6 of this Schedule 13D is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended and supplemented by adding the following:
The information set forth under Items 3, 4 and 5 of this Schedule 13D is incorporated herein by reference.
On March 28, 2014, Purchaser entered into an American Depositary Share Purchase Agreement (Little Oak Purchase Agreement) with Little Oak Asset Management, LLC, pursuant to which Purchaser acquired 149,625 Common Shares (represented by 9,975 ADSs) in exchange for an aggregate of U.S. $919,834.65 in cash, or U.S. $6.1476 per Common Share.
Page 7 of 16
On March 31, 2014, Purchaser entered into an American Depositary Share Purchase Agreement (CIBC Purchase Agreement) with CIBC World Markets Inc., pursuant to which Purchaser acquired 1,139,880 Common Shares (represented by 75,992 ADSs) in exchange for an aggregate of U.S. $7,007,526.29 in cash, or U.S. $6.1476 per Common Share.
On May 16, 2014, Purchaser entered into an American Depositary Share Purchase Agreement (Rangeley Purchase Agreement 1) with Rangeley Capital Partners, L.P. (Rangeley), pursuant to which Purchaser acquired 1,225,980 Common Shares (represented by 81,732 ADSs) in exchange for an aggregate of U.S. $7,536,834.65 in cash, or U.S. $6.1476 per Common Share.
On August 22, 2014, Purchaser entered into an American Depositary Share Purchase Agreement (Rangeley Purchase Agreement 2) with Rangeley, pursuant to which Purchaser acquired 1,414,065 Common Shares (represented by 94,271 ADSs) in exchange for an aggregate of U.S. $8,693,105.99 in cash, or U.S. $6.1476 per Common Share.
The descriptions above of the Little Oak Purchase Agreement, the CIBC Purchase Agreement, the Rangeley Purchase Agreement 1 and the Rangeley Purchase Agreement 2 are summaries and qualified in their entirety by the terms of such agreements, copies of which are filed herewith as exhibits to this Schedule 13D, and which are incorporated herein by reference.
Except as disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any third persons with respect to Common Shares or ADSs.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended and restated as follows:
Exhibit No. |
Title | |
1 | Transaction Agreement, dated as of February 1, 2013, by and among Banco Bilbao Vizcaya Argentaria S.A., BBVA Inversiones Chile S.A., MetLife, Inc. and MetLife Chile Acquisition Co. S.A. (incorporated herein by reference to Exhibit (d)(1) to the Schedule TO-T filed by MetLife Chile Acquisition Co. S.A. with the U.S. Securities and Exchange Commission on August 6, 2013). | |
2 | Share Purchaser Joinder Agreement to the Transaction Agreement by and among Banco Bilbao Vizcaya Argentaria S.A., BBVA Inversiones Chile, MetLife and MetLife Chile Acquisition Co. S.A., dated as of March 12, 2013 (incorporated herein by reference to Exhibit (d)(2) to the Schedule TO-T filed by MetLife Chile Acquisition Co. S.A. with the U.S. Securities and Exchange Commission on August 6, 2013). | |
3 | Joint Filing Agreement, dated October 11, 2013, by and between MetLife, Inc., MetLife Chile Acquisition Co. S.A. and Inversiones Previsionales S.A. |
Page 8 of 16
4 | Resolution of the Board of Directors of MetLife Chile Acquisition Co. S.A. evidencing authority to sign of the Authorized Representative, dated October 9, 2013. | |
5 | Resolution of the Board of Directors of Inversiones Previsionales S.A. evidencing authority to sign of the Authorized Representative, dated October 9, 2013. | |
6 | American Depositary Share Purchase Agreement, dated as of March 28, 2014, by and between Little Oak Asset Management, LLC and MetLife Chile Acquisition Co. S.A.* | |
7 | American Depositary Share Purchase Agreement, dated as of March 31, 2014, by and between CIBC World Markets Inc. and MetLife Chile Acquisition Co. S.A.* | |
8 | American Depositary Share Purchase Agreement, dated as of May 16, 2014, by and between Rangeley Capital Partners, L.P. and MetLife Chile Acquisition Co. S.A.* | |
9 | American Depositary Share Purchase Agreement, dated as of August 22, 2014, by and between Rangeley Capital Partners, L.P. and MetLife Chile Acquisition Co. S.A.* | |
10 | Resolution of the Board of Directors of MetLife Chile Acquisition Co. S.A. evidencing authority to sign of the Authorized Representative, dated August 26, 2014.* | |
11 | Resolution of the Board of Directors of Inversiones Previsionales S.A. evidencing authority to sign of the Authorized Representative, dated August 26, 2014.* |
* | Filed herewith. |
| Schedules have been omitted. MetLife hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission. |
Page 9 of 16
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct. Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this statement is filed on behalf of each of us.
Dated as of: August 28, 2014
MetLife, Inc. | ||||
By: | /s/ William J. Wheeler | |||
Name: | William J. Wheeler | |||
Title: | President, Americas | |||
MetLife Chile Acquisition Co. S.A. | ||||
By: | /s/ Robert Einstein | |||
Name: | Robert Einstein | |||
Title: | Authorized Representative | |||
Inversiones Previsionales S.A. | ||||
By: | /s/ Robert Einstein | |||
Name: | Robert Einstein | |||
Title: | Authorized Representative |
Page 10 of 16
Exhibit Index
Exhibit No. |
Title | |
1 | Transaction Agreement, dated as of February 1, 2013, by and among Banco Bilbao Vizcaya Argentaria S.A., BBVA Inversiones Chile S.A., MetLife, Inc. and MetLife Chile Acquisition Co. S.A. (incorporated herein by reference to Exhibit (d)(1) to the Schedule TO-T filed by MetLife Chile Acquisition Co. S.A. with the U.S. Securities and Exchange Commission on August 6, 2013). | |
2 | Share Purchaser Joinder Agreement to the Transaction Agreement by and among Banco Bilbao Vizcaya Argentaria S.A., BBVA Inversiones Chile, MetLife and MetLife Chile Acquisition Co. S.A., dated as of March 12, 2013 (incorporated herein by reference to Exhibit (d)(2) to the Schedule TO-T filed by MetLife Chile Acquisition Co. S.A. with the U.S. Securities and Exchange Commission on August 6, 2013). | |
3 | Joint Filing Agreement, dated October 11, 2013, by and between MetLife, Inc., MetLife Chile Acquisition Co. S.A. and Inversiones Previsionales S.A. | |
4 | Resolution of the Board of Directors of MetLife Chile Acquisition Co. S.A. evidencing authority to sign of the Authorized Representative, dated October 9, 2013. | |
5 | Resolution of the Board of Directors of Inversiones Previsionales S.A. evidencing authority to sign of the Authorized Representative, dated October 9, 2013. | |
6 | American Depositary Share Purchase Agreement, dated as of March 28, 2014, by and between Little Oak Asset Management, LLC and MetLife Chile Acquisition Co. S.A.* | |
7 | American Depositary Share Purchase Agreement, dated as of March 31, 2014, by and between CIBC World Markets Inc. and MetLife Chile Acquisition Co. S.A.* | |
8 | American Depositary Share Purchase Agreement, dated as of May 16, 2014, by and between Rangeley Capital Partners, L.P. and MetLife Chile Acquisition Co. S.A.* | |
9 | American Depositary Share Purchase Agreement, dated as of August 22, 2014, by and between Rangeley Capital Partners, L.P. and MetLife Chile Acquisition Co. S.A.* | |
10 | Resolution of the Board of Directors of MetLife Chile Acquisition Co. S.A. evidencing authority to sign of the Authorized Representative, dated August 26, 2014.* | |
11 | Resolution of the Board of Directors of Inversiones Previsionales S.A. evidencing authority to sign of the Authorized Representative, dated August 26, 2014.* |
* | Filed herewith. |
| Schedules have been omitted. MetLife hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission. |
Page 11 of 16
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF METLIFE
The following table sets forth the name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of each director and executive officer of MetLife. Each such person is a citizen of the United States of America, with the exception of John C.R. Hele, Franciscus Hijkoop, Michel Khalaf and Christopher G. Townsend, who are citizens, respectively, of Canada, the Netherlands, the Republic of Lebanon and the United Kingdom of Great Britain and Northern Ireland.
Name of Director or Executive |
Business Address | Present Principal Occupation or Employment |
Name, Principal Business and Address of Employment | |||
Steven A. Kandarian | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
Chairman of the Board, Chief Executive Officer and President |
MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 | |||
Ricardo A. Anzaldua | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
Executive Vice President and General Counsel |
MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 | |||
Steven J. Goulart | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
Executive Vice President and Chief Investment Officer |
MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 | |||
John C.R. Hele | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
Executive Vice President and Chief Financial Officer |
MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 | |||
Franciscus Hijkoop | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
Executive Vice President and Chief Human Resources Officer |
MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 | |||
Michel Khalaf | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
President, EMEA | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 | |||
Martin J. Lippert | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
Executive Vice President and Head of Global Technology and Operations |
MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
Page 12 of 16
Maria R. Morris | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
Executive Vice President, Global Employee Benefits |
MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 | |||
Christopher G. Townsend | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
President, Asia | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 | |||
William J. Wheeler | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
President, Americas | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 | |||
Cheryl W. Grisé | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
Retired | N/A | |||
Carlos M. Gutierrez | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
Co-Chair, Albright Stonebridge Group |
Albright Stonebridge Group 555 Thirteenth Street, NW, Suite 300 West Washington, DC 20004 | |||
R. Glenn Hubbard | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
Dean and Russell L. Carson Professor of Economics and Finance, Graduate School of Business, Columbia University |
Graduate School of Business Columbia University 3022 Broadway Uris Hall, Room 101 New York, NY 10027 | |||
John M. Keane | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
President, GSI, LLC | GSI, LLC 2200 Wilson Blvd. Ste. 102-542 Arlington, VA 22201 | |||
Alfred F. Kelly, Jr. | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
Former Chairman of the Board, President and Chief Executive Officer, NY/NJ Super Bowl Host Company |
N/A | |||
William E. Kennard | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
Senior Advisor, Grain Management, LLC |
Grain Management, LLC 1900 K Street, N.W., Suite 1130 Washington, D.C. 20006 | |||
James M. Kilts | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
Partner, Centerview Capital |
Centerview Capital 3 Greenwich Office Park, 2nd floor Greenwich, CT 06831 |
Page 13 of 16
Catherine R. Kinney | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
Retired | N/A | |||
Denise M. Morrison | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
President and Chief Executive Officer, Campbell Soup Company |
Campbell Soup Company 1 Campbell Place Camden, NJ 08103-1701 | |||
Kenton J. Sicchitano | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
Retired | N/A | |||
Lulu C. Wang | MetLife, Inc. 200 Park Avenue New York, N.Y. 10166 |
Chief Executive Officer, Tupelo Capital Management LLC |
Tupelo Capital Management LLC 340 Madison Avenue, 19th floor New York, NY 10173 |
Page 14 of 16
SCHEDULE II
DIRECTORS AND OFFICERS OF PURCHASER
The following table sets forth the name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of each director and executive officer of Purchaser. Each such person is a citizen of Chile, with the exception of Randal W. Haase, who is a citizen of the United States.
Name of Director or Executive |
Business Address | Present Principal Occupation or Employment | Name, Principal Business and Address of Employment | |||
Randal W. Haase | 1095 Avenue of the Americas New York, New York 10036 |
Vice President - New Business Development |
MetLife, Inc. 1095 Avenue of the Americas New York, New York 10036 | |||
Ronald Michael MayneNicholls Secul |
Agustinas 640, piso 22, Santiago, Región Metropolitana, Chile |
Latin American Marketing Officer |
MetLife Chile Seguros de Vida S.A. Agustinas 640, piso 22, Santiago, Región Metropolitana, Chile | |||
Pablo Iacobelli del Rio | Isidora Goyenechea 2800, piso 43 Las Condes, Santiago, Chile |
Partner | Carey y Cía. Ltda. Isidora Goyenechea 2800, piso 43 Las Condes, Santiago, Chile |
Page 15 of 16
SCHEDULE III
DIRECTORS AND OFFICERS OF INVERSIONES PREVISIONALES
The following table sets forth the name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of each director and executive officer of Inversiones Previsionales. Each such person is a citizen of Chile, with the exception of Randal W. Haase, who is a citizen of the United States.
Name of Director or Executive |
Business Address | Present Principal Occupation or Employment | Name, Principal Business and Address of Employment | |||
Randal W. Haase | 1095 Avenue of the Americas New York, New York 10036 |
Vice President - New Business Development |
MetLife, Inc. 1095 Avenue of the Americas New York, New York 10036 | |||
Ronald Michael MayneNicholls Secul |
Agustinas 640, piso 22, Santiago, Región Metropolitana, Chile |
Latin American Marketing Officer |
MetLife Chile Seguros de Vida S.A. Agustinas 640, piso 22, Santiago, Región Metropolitana, Chile | |||
Pablo Iacobelli del Rio | Isidora Goyenechea 2800, piso 43 Las Condes, Santiago, Chile |
Partner | Carey y Cía. Ltda. Isidora Goyenechea 2800, piso 43 Las Condes, Santiago, Chile |
Page 16 of 16
Exhibit 6
AMERICAN DEPOSITARY SHARE PURCHASE AGREEMENT
AMERICAN DEPOSITARY SHARE PURCHASE AGREEMENT, dated as of March 28, 2014 (Agreement), by and between LITTLE OAK ASSET MANAGEMENT, LLC, a New Jersey limited liability corporation (Seller), on the one hand, and METLIFE CHILE ACQUISITION CO. S.A., a Chilean closed corporation (sociedad anonina cerrada) (Buyer), on the other hand.
WHEREAS, this Agreement sets forth the terms and conditions upon which Seller will sell to Buyer, and Buyer will purchase from Seller, Nine Thousand Nine Hundred Seventy Five (9,975) American Depository Shares (ADS) of Administradora de Fondos de Pensiones Provida S.A. (the Company), each representing fifteen (15) Common Shares, without par value of the Company (Shares), for an aggregate of One Hundred Forty Nine Thousand Six Hundred Twenty Five (149,625) Shares.
NOW, THEREFORE, in consideration of and reliance upon the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:
1. Purchase and Sale of ADSs. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, Seller hereby agrees to sell, assign and transfer to Buyer, and Buyer hereby agrees to purchase and accept from Seller, an aggregate of Nine Thousand Nine Hundred Seventy Five (9,975) ADSs (the Sale ADSs), and all rights attaching thereto, including voting rights and the right to all dividends or other distributions having a record date after the date hereof, for a purchase price equal to $92.2140 per ADS (the Purchase Price), without interest or adjustment, free and clear of all liens, equities, claims, options, proxies, voting agreements, charges and encumbrances of whatever nature (collectively, Liens), payable simultaneously with the execution of this Agreement (against delivery of the Sale ADSs pursuant to Section 3 of this Agreement) by wire transfer in immediately available funds to the account previously specified in writing by Seller, the receipt of which is hereby acknowledged by Seller.
2. Definitions. For purposes of this Agreement:
(a) an affiliate of a person shall mean any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by or is under common control with such person; and
(b) $ means United States Dollars.
3. Deliveries; Payment; Closing. Simultaneously with the execution of this Agreement, (a) Seller shall transfer and convey to Buyer, free and clear of all Liens, the Sale ADSs, and deliver to Buyer a signed instrument of transfer in the form attached as Schedule 1 to this Agreement accompanied by (if applicable) an ADS certificate or certificates (endorsed to Buyer), representing the number of Sale ADSs, together with any documents (including without limitation brokers transfer instructions in the form attached as Schedule 2 to this Agreement (if applicable)) that, in the reasonable judgment of Buyer, are necessary to transfer and convey to, and vest in, Buyer good and valid title to the Sale ADSs, free and clear of all Liens; and (b) Buyer shall deliver to Seller the Purchase Price for the Sale ADSs, delivered pursuant to Section 1 hereof and in accordance therewith. Notwithstanding anything in this Agreement to the contrary, the closing of the purchase and sale of Sale ADSs shall take place simultaneously with the execution of this Agreement (the Closing) at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036.
4. Representations and Warranties of the Seller. Seller represents and warrants to Buyer as follows:
(a) Seller has the necessary legal capacity, power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;
(b) This Agreement has been duly and validly authorized, executed and delivered by Seller and, assuming due authorization, execution and delivery by and on behalf of Buyer, constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms;
(c) As of the date hereof, the Sale ADSs are fully paid and non-assessable;
(d) As of the date hereof, Seller is the owner, beneficially and of record, of the Sale ADSs, free and clear of any Liens, and will transfer at Closing to Buyer good and valid title to the Sale ADSs, free and clear of any Liens;
(e) As of the date hereof, other than the Sale ADSs, Seller is not the owner, beneficially or of record, of any ADSs or Shares;
(f) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, (i) violate or conflict with any provision of the trust, charter or organizational documents or by-laws or comparable documents of Seller, (ii) result in the imposition of any Liens under, cause or permit the acceleration of any obligation under, or violate or conflict with the terms, conditions or provisions of, any note, indenture, security agreement, lease, guaranty, joint venture agreement, or other contract, agreement or instrument to which Seller is a party or by which Seller or any of the Sale ADSs is bound, or (iii) result in a breach or violation by such Seller of any law, rule or regulation or any order, injunction, judgment or decree of any court, governmental authority or regulatory agency;
(g) There exists no restriction upon the sale and delivery to Buyer of the Sale ADSs by Seller, nor is Seller required to obtain the approval of any person or entity or any court, governmental authority or regulatory agency to effect the sale of such ADSs in accordance with the terms hereof;
(h) There are no claims for brokerage commissions or finders fees or agents commissions or other like payment in connection with this Agreement or the transactions contemplated hereby; and
(i) Seller has (i) timely paid all Taxes required to be paid by it with respect to the acquisition, ownership or disposition of the Sale ADSs, and (ii) timely filed with the relevant governmental authority such Tax Returns required to be filed by it, and all such Tax Returns were true, correct and complete. The term Tax or Taxes means all net income, gross income, gross receipts, sales, use, ad valorem, transfer, excess profits, franchise, profits, license, withholding, payroll, employment, unemployment social security, excise, severance, stamp, occupation, premium, property, disability, capital stock, capital gains or windfall profits taxes, customs duties or other taxes, fees, assessments or governmental charges of any kind whatsoever, together with any interest and penalties, additions to tax or additional amounts imposed with respect thereto. The term Tax Return means any return, report, declaration, form, documentation, filing, claim for refund or information statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
5. Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows:
(a) Buyer has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;
(b) This Agreement has been duly and validly authorized, executed and delivered by Buyer and, assuming due authorization, execution and delivery by and on behalf of Seller, constitutes a legal, valid and binding agreement of Buyer, enforceable in accordance with its terms; and
(c) There are no claims for brokerage commissions or finders fees or agents commissions or other like payment in connection with this Agreement or the transactions contemplated hereby.
6. Taxes. Seller shall make full and timely payment of any Taxes owed by the Seller in connection with the execution and performance this Agreement and the sale of the Sale ADSs contemplated herein. Anything in the preceding sentence to the contrary notwithstanding, Seller shall be responsible for, and shall pay, any Taxes imposed with respect to the transfer of the Sale ADSs.
7. Miscellaneous.
(a) All fees and expenses incurred by any of the parties hereto shall be borne by the party incurring such fees and expenses.
(b) Without limiting the other terms of this Agreement, after the Closing, Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer that may be required to convey and deliver the Sale ADSs to Buyer and to perfect Buyers title thereto and to accomplish the transactions contemplated by this Agreement.
(c) This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, whether oral or written, among the parties hereto with respect to the subject matter hereof. This Agreement may not be amended orally, but may only be amended by an instrument in writing signed by each of the parties hereto.
(d) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their directors, officers, trustees, executors, heirs, legal representatives, successors and assigns. Seller may not and shall not assign its obligations hereunder and any assignment in violation of this sentence shall be void. Buyer may at its option assign this Agreement to any of its affiliates (including MetLife, Inc. and its subsidiaries). Nothing contained in this Agreement shall be deemed to give rise to any right in a person not a party hereto (other than any assignee of Buyer) or in Seller or Buyer on behalf of any such person to seek enforcement of, or damages arising out of any alleged default with respect to, any provisions of this Agreement.
(e) All representations, warranties and covenants contained herein shall survive the execution and delivery of this Agreement and the delivery of the Sale ADSs.
(f) (This Agreement may be executed in any number of counterparts, including via electronic means, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument.
(g) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without reference to the conflict of laws principles thereof.
(h) All notices and other communications under this Agreement shall be in writing and delivery thereof shall be deemed to have been made either (i) one (1) business day after such notice shall have been deposited with a nationally-recognized overnight courier service, or (ii) when delivered by hand or transmitted by facsimile transmission, to the party entitled to receive the same at the address or facsimile number indicated below or at such other address or facsimile number as such party shall have specified by written notice to the other parties hereto given in accordance herewith:
(i) | if to Seller, addressed to: |
Little Oak Asset Management, LLC
103 Truman Drive
Cresskill, New Jersey 07626
Attn.: Steven Shaw
Fax No.:
(ii) | if to Buyer, addressed to: |
MetLife Chile Acquisition Co. S.A.
c/o MetLife, Inc.
1095 Avenue of the Americas
New York, New York 10036
Attn.: Adam M. Hodes
Fax No.:
with a copy (which shall not constitute notice) to:
MetLife, Inc.
1095 Avenue of the Americas
New York, New York 10036
Attn.: Rolon A. Reed, III
Fax No.:
with a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attn.: Paola Lozano
Fax No.:
(i) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
(j) Each of Buyer and Seller hereby irrevocably consents and agrees that any legal action or proceeding against it or any of its assets with respect to any of the obligations arising under or relating to this
Agreement shall be brought by Buyer or by Seller exclusively in any state or federal court sitting in the State of New York, and by execution and delivery of this Agreement, Buyer and Seller hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its property, the exclusive jurisdiction of the aforesaid courts and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any action therein. Each party hereto agrees that the summons and complaint or any other process in any action may be served by notice given in accordance with this Agreement, or as otherwise permitted by law. Each party hereto irrevocably waives the right to trial by jury.
(k) Each of Buyer and Seller have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be interpreted and construed as if drafted jointly by Buyer and Seller and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
[Signature Pages Follow]
IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the undersigned parties has executed or caused this Agreement to be executed on the date first above written.
Little Oak Asset Management, LLC | ||||
By: | /s/ Steven Shaw | |||
Name: | Steven Shaw | |||
Title: | Managing Member |
METLIFE CHILE ACQUISITION CO. S.A. | ||||
By: | /s/ Robert Einstein | |||
Name: | Robert Einstein | |||
Title: | Authorized Signatory |
Exhibit 7
AMERICAN DEPOSITARY SHARE PURCHASE AGREEMENT
AMERICAN DEPOSITARY SHARE PURCHASE AGREEMENT, dated as of March 31, 2014 (Agreement), by and between CIBC WORLD MARKETS INC. (Seller), on the one hand, and METLIFE CHILE ACQUISITION CO. S.A., a Chilean closed corporation (sociedad anónina cerrada) (Buyer), on the other hand.
WHEREAS, this Agreement sets forth the terms and conditions upon which Seller will sell to Buyer, and Buyer will purchase from Seller, Seventy Five Thousand Nine Hundred Ninety Two (75,992) American Depository Shares (ADS) of Administradora de Fondos de Pensiones Provida S.A. (the Company), each representing fifteen (15) Common Shares, without par value of the Company (Shares), for an aggregate of One Million One Hundred Thirty Nine Thousand Eight Hundred Eighty (1,139,880) Shares.
NOW, THEREFORE, in consideration of and reliance upon the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:
1. Purchase and Sale of ADSs. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, Seller hereby agrees to sell, assign and transfer to Buyer, and Buyer hereby agrees to purchase and accept from Seller, an aggregate of Seventy Five Thousand Nine Hundred Ninety Two (75,992) ADSs (the Sale ADSs). and all rights attaching thereto, including voting rights and the right to all dividends or other distributions having a record date after the date hereof, for a purchase price equal to $92.2140 per ADS (the Purchase Price), without interest or adjustment, free and clear of all liens, equities, claims, options, proxies, voting agreements, charges and encumbrances of whatever nature (collectively, Liens), payable simultaneously with the execution of this Agreement (against delivery of the Sale ADSs pursuant to Section 3 of this Agreement) by wire transfer in immediately available funds to the account previously specified in writing by Seller, the receipt of which is hereby acknowledged by Seller.
2. Definitions. For purposes of this Agreement:
(a) an affiliate of a person shall mean any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by or is under common control with such person; and
(b) $ means United States Dollars.
3. Deliveries; Payment: Closing. Simultaneously with the execution of this Agreement, (a) Seller shall transfer and convey to Buyer, free and clear of all Liens, the Sale ADSs, and deliver to Buyer a signed instrument of transfer in the form attached as Schedule 1 to this Agreement accompanied by (if applicable) an. ADS certificate or certificates (endorsed to Buyer), representing the number of Sale ADSs, together with any documents (including without limitation brokers transfer instructions in the form attached as Schedule 2 to this Agreement (if applicable)) that, in the reasonable judgment of Buyer, are necessary to transfer and convey to, and vest in, Buyer good and valid title to the Sale ADSs, free and clear of all Liens; and (b) Buyer shall deliver to Seller the Purchase Price for the Sale ADSs, delivered pursuant to Section 1 hereof and in accordance therewith. Notwithstanding anything in this Agreement to the contrary, the closing of the purchase and sale of Sale ADSs shall take place simultaneously with the execution of this Agreement (the Closing) at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036.
4. Representations and Warranties of the Seller. Seller represents and warrants to Buyer as follows:
(a) Seller has the necessary legal capacity, power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;
(b) This Agreement has been duly and validly authorized, executed and delivered by Seller and, assuming due authorization, execution and delivery by and on behalf of Buyer, constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms;
(c) As of the date hereof, the Sale ADSs are fully paid and non-assessable;
(d) As of the date hereof, Seller is the owner, beneficially and of record, of the Sale ADSs, free and clear of any Liens, and will transfer at Closing to Buyer good and valid title to the Sale ADSs, free and clear of any Liens;
(e) As of the date hereof, other than the Sale ADSs, Seller is not the owner, beneficially or of record, of any ADSs or Shares;
(f) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, (i) violate or conflict with any provision of the trust, charter or organizational documents or by-laws or comparable documents of Seller, result in the imposition of any Liens under, cause or permit the acceleration of any obligation under, or violate or conflict with the terms, conditions or provisions of, any note, indenture, security agreement, lease, guaranty, joint venture agreement, or other contract, agreement or instrument to which Seller is a party or by which Seller or any of the Sale ADSs is bound, or result in a breach or violation by such Seller of any law, rule or regulation or any order, injunction, judgment or decree of any court, governmental authority or regulatory agency;
(g) There exists no restriction upon the sale and delivery to Buyer of the Sale ADSs by Seller, nor is Seller required to obtain the approval of any person or entity or any court, governmental authority or regulatory agency to effect the sale of such ADSs in accordance with the terms hereof;
(h) There are no claims for brokerage commissions or finders fees or agents commissions or other like payment in connection with this Agreement or the transactions contemplated hereby; and
(i) Seller has (i) timely paid all Taxes required to be paid by it with respect to the acquisition, ownership or disposition of the Sale ADSs, and (ii) timely filed with the relevant governmental authority such Tax Returns required to be filed by it, and all such Tax Returns were true, correct and complete. The term Tax or Taxes means all net income, gross income, gross receipts, sales, use, ad valorem, transfer, excess profits, franchise, profits, license, withholding, payroll, employment, unemployment social security, excise, severance, stamp, occupation, premium, property, disability, capital stock, capital gains or windfall profits taxes, customs duties or other taxes, fees, assessments or governmental charges of any kind
2
whatsoever, together with any interest and penalties, additions to tax or additional amounts imposed with respect thereto. The term Tax Return means any return, report, declaration, form, documentation, filing, claim for refund or information statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
5. Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows:
(a) Buyer has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;
(b) This Agreement has been duly and validly authorized, executed and delivered by Buyer and, assuming due authorization, execution and delivery by and on behalf of Seller, constitutes a legal, valid and binding agreement of Buyer, enforceable in accordance with its terms; and
(c) There are no claims for brokerage commissions or finders fees or agents commissions or other like payment in connection with this Agreement or the transactions contemplated hereby.
6. Taxes. Seller shall make full and timely payment of any Taxes owed by the Seller in connection with the execution and performance this Agreement and the sale of the Sale ADSs contemplated herein. Anything in the preceding sentence to the contrary notwithstanding, Seller shall be responsible for, and shall pay, any Taxes imposed with respect to the transfer of the Sale ADSs.
7. Miscellaneous.
(a) All fees and expenses incurred by any of the parties hereto shall be borne by the party incurring such fees and expenses.
(b) Without limiting the other terms of this Agreement, after the Closing, Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer that may be required to convey and deliver the Sale ADSs to Buyer and to perfect Buyers title thereto and to accomplish the transactions contemplated by this Agreement.
(c) This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, whether oral or written, among the parties hereto with respect to the subject matter hereof. This Agreement may not be amended orally, but may only be amended by an instrument in writing signed by each of the parties hereto.
(d) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their directors, officers, trustees, executors, heirs, legal representatives, successors and assigns. Seller may not and shall not assign its obligations hereunder and any assignment in violation of this sentence shall be void. Buyer may at its option assign this Agreement to any of its affiliates (including MetLife, Inc. and its subsidiaries). Nothing contained in this Agreement shall be deemed to give rise to any right in a person not a party hereto (other than any assignee of Buyer) or in Seller or Buyer on behalf of any such person to seek enforcement of, or damages arising out of any alleged default with respect to, any provisions of this Agreement.
3
(e) All representations, warranties and covenants contained herein shall survive the execution and delivery of this Agreement and the delivery of the Sale ADSs.
(f) This Agreement may be executed in any number of counterparts, including via electronic means, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument.
(g) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without reference to the conflict of laws principles thereof.
(h) All notices and other communications under this Agreement shall be in writing and delivery thereof Shall be deemed to have been made either (i) one (1) business day after such notice shall have been deposited with a nationally-recognized overnight courier service, or (ii) when delivered by hand or transmitted by facsimile transmission, to the party entitled to receive the same at the address or facsimile number indicated below or at such other address or facsimile number as such party shall have specified by written notice to the other parties hereto given in accordance herewith:
(i) | if to Seller, addressed to: |
CIBC World Markets Inc.
22 Front Street
7th Floor
Toronto, Ontario, M5J 2S5
Attn.: Narry Teemal
Fax No.:
(ii) | if to Buyer, addressed to: |
MetLife Chile Acquisition Co. S.A.
c/o MetLife, Inc.
1095 Avenue of the Americas
New York, New York 10036
Attn.: Adam M. Hodes
Fax No.:
with a copy (which shall not constitute notice) to:
MetLife, Inc.
1095 Avenue of the Americas
New York, New York 10036
Attn.: Rolon A. Reed, III
Fax No.:
with a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attn.: Paola Lozano
Fax No.:
4
(i) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term, of this Agreement.
(j) Each of Buyer and Seller hereby irrevocably consents and agrees that any legal action or proceeding against it or any of its assets with respect to any of the obligations arising under or relating to this Agreement shall be brought by Buyer or by Seller exclusively in any state or federal court sitting in the State of New York, and by execution and delivery of this Agreement, Buyer and Seller hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its property, the exclusive jurisdiction of the aforesaid courts and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any action therein. Each party hereto agrees that the summons and complaint or any other process in any action may be served by notice given in accordance with this Agreement, or as otherwise permitted by law. Each party hereto irrevocably waives the right to trial by jury.
(k) Each of Buyer and Seller have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be interpreted and construed as if drafted jointly by Buyer and Seller and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
[Signature Pages Follow]
5
IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the undersigned parties has executed or caused this Agreement to be executed on the date first above written.
CIBC WORLD MARKETS INC. | ||||
By: | /s/ Solomon Tewolde | |||
Name: | Solomon Tewolde | |||
Title: | Business Specialist |
METLIFE CHILE ACQUISITION CO. S.A. | ||||
By: | /s/ Robert Einstein | |||
Name: | Robert Einstein | |||
Title: | Authorized Signatory |
Exhibit 8
AMERICAN DEPOSITARY SHARE PURCHASE AGREEMENT
AMERICAN DEPOSITARY SHARE PURCHASE AGREEMENT, dated as of 5/16, 2014 (Agreement), by and between RANGELEY CAPITAL PARTNERS, LP (Seller), on the one hand, and METLIFE CHILE ACQUISITION CO. S.A., a Chilean closed corporation (sociedad anónina cerrada) (Buyer), on the other hand.
WHEREAS, this Agreement sets forth the terms and conditions upon which Seller will sell to Buyer, and Buyer will purchase from Seller, 81,732 American Depository Shares (ADS) of Administradora de Fondos de Pensiones Provida S.A. (the Company), each representing fifteen (15) Common Shares, without par value of the Company (Shares), for an aggregate of 1,225,980 Shares.
NOW, THEREFORE, in consideration of and reliance upon the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:
1. Purchase and Sale of ADSs. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, Seller hereby agrees to sell, assign and transfer to Buyer, and Buyer hereby agrees to purchase and accept from Seller, an aggregate of 81,732 ADSs (the Sale ADSs), and all rights attaching thereto, including voting rights and the right to all dividends or other distributions having a record date after the date hereof, for a purchase price equal to $92.2140 per ADS (the Purchase Price), without interest or adjustment, free and clear of all liens, equities, claims, options, proxies, voting agreements, charges and encumbrances of whatever nature (collectively, Liens), payable simultaneously with the execution of this Agreement (against delivery of the Sale ADSs pursuant to Section 3 of this Agreement) by wire transfer in immediately available funds to the account previously specified in writing by Seller, the receipt of which is hereby acknowledged by Seller.
2. Definitions. For purposes of this Agreement:
(a) an affiliate of a person shall mean any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by or is under common control with such person; and
(b) $ means United States Dollars.
3. Deliveries; Payment; Closing. Simultaneously with the execution of this Agreement, (a) Seller shall transfer and convey to Buyer, free and clear of all Liens, the Sale ADSs, and deliver to Buyer a signed instrument of transfer in the form attached as Schedule 1 to this Agreement accompanied by (if applicable) an ADS certificate or certificates (endorsed to Buyer), representing the number of Sale ADSs, together with any documents (including without limitation brokers transfer instructions in the form attached as Schedule 2 to this Agreement (if applicable)) that, in the reasonable judgment of Buyer, are necessary to transfer and convey to, and vest in, Buyer good and valid title to the Sale ADSs, free and clear of all Liens; and (b) Buyer shall deliver to Seller the Purchase Price for the Sale ADSs, delivered pursuant to Section 1 hereof and in accordance therewith. Notwithstanding anything in this Agreement to the contrary, the closing of the purchase and sale of Sale ADSs shall take place simultaneously with the execution of this Agreement (the Closing) at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036.
4. Representations and Warranties of the Seller. Seller represents and warrants to Buyer as follows:
(a) Seller has the necessary legal capacity, power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;
(b) This Agreement has been duly and validly authorized, executed and delivered by Seller and, assuming due authorization, execution and delivery by and on behalf of Buyer, constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms;
(c) As of the date hereof, the Sale ADSs are fully paid and non-assessable;
(d) As of the date hereof, Seller is the owner, beneficially and of record, of the Sale ADSs, free and clear of any Liens, and will transfer at Closing to Buyer good and valid title to the Sale ADSs, free and clear of any Liens;
(e) As of the date hereof, other than the Sale ADSs, Seller is not the owner, beneficially or of record, of any ADSs or Shares;
(f) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, (i) violate or conflict with any provision of the trust, charter or organizational documents or by-laws or comparable documents of Seller, result in the imposition of any Liens under, cause or permit the acceleration of any obligation under, or violate or conflict with the terms, conditions or provisions of, any note, indenture, security agreement, lease, guaranty, joint venture agreement, or other contract, agreement or instrument to which Seller is a party or by which Seller or any of the Sale ADSs is bound, or result in a breach or violation by such Seller of any law, rule or regulation or any order, injunction, judgment or decree of any court, governmental authority or regulatory agency;
(g) There exists no restriction upon the sale and delivery to Buyer of the Sale ADSs by Seller, nor is Seller required to obtain the approval of any person or entity or any court, governmental authority or regulatory agency to effect the sale of such ADSs in accordance with the terms hereof;
(h) There are no claims for brokerage commissions or finders fees or agents commissions or other like payment in connection with this Agreement or the transactions contemplated hereby; and
(i) Seller has (i) timely paid all Taxes required to be paid by it with respect to the acquisition, ownership or disposition of the Sale ADSs, and (ii) timely filed with the relevant governmental authority such Tax Returns required to be filed by it, and all such Tax Returns were true, correct and complete. The term Tax or Taxes means all net income, gross income, gross receipts, sales, use, ad valorem, transfer, excess profits, franchise, profits, license, withholding, payroll, employment, unemployment social security, excise, severance, stamp, occupation, premium, property, disability, capital stock, capital gains or windfall profits taxes, customs duties or other taxes, fees, assessments or governmental charges of any kind
2
whatsoever, together with any interest and penalties, additions to tax or additional amounts imposed with respect thereto. The term Tax Return means any return, report, declaration, form, documentation, filing, claim for refund or information statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
5. Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows:
(a) Buyer has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;
(b) This Agreement has been duly and validly authorized, executed and delivered by Buyer and, assuming due authorization, execution and delivery by and on behalf of Seller, constitutes a legal, valid and binding agreement of Buyer, enforceable in accordance with its terms; and
(c) There are no claims for brokerage commissions or finders fees or agents commissions or other like payment in connection with this Agreement or the transactions contemplated hereby.
6. Taxes. Seller shall make full and timely payment of any Taxes owed by the Seller in connection with the execution and performance this Agreement and the sale of the Sale ADSs contemplated herein. Anything in the preceding sentence to the contrary notwithstanding, Seller shall be responsible for, and shall pay, any Taxes imposed with respect to the transfer of the Sale ADSs.
7. Miscellaneous.
(a) All fees and expenses incurred by any of the parties hereto shall be borne by the party incurring such fees and expenses.
(b) Without limiting the other terms of this Agreement, after the Closing, Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer that may be required to convey and deliver the Sale ADSs to Buyer and to perfect Buyers title thereto and to accomplish the transactions contemplated by this Agreement.
(c) This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, whether oral or written, among the parties hereto with respect to the subject matter hereof. This Agreement may not be amended orally, but may only be amended by an instrument in writing signed by each of the parties hereto.
(d) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their directors, officers, trustees, executors, heirs, legal representatives, successors and assigns. Seller may not and shall not assign its obligations hereunder and any assignment in violation of this sentence shall be void. Buyer may at its option assign this Agreement to any of its affiliates (including MetLife, Inc. and its subsidiaries). Nothing contained in this Agreement shall be deemed to give rise to any right in a person not a party hereto (other than any assignee of Buyer) or in Seller or Buyer on behalf of any such person to seek enforcement of, or damages arising out of any alleged default with respect to, any provisions of this Agreement.
3
(e) All representations, warranties and covenants contained herein shall survive the execution and delivery of this Agreement and the delivery of the Sale ADSs.
(f) This Agreement may be executed in any number of counterparts, including via electronic means, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument.
(g) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without reference to the conflict of laws principles thereof.
(h) All notices and other communications under this Agreement shall be in writing and delivery thereof shall be deemed to have been made either (i) one (1) business day after such notice shall have been deposited with a nationally-recognized overnight courier service, or (ii) when delivered by hand or transmitted by facsimile transmission, to the party entitled to receive the same at the address or facsimile number indicated below or at such other address or facsimile number as such party shall have specified by written notice to the other parties hereto given in accordance herewith:
(i) | if to Seller, addressed to: |
Rangeley Capital, LLC
3 Forest Street
New Canaan, CT
06840
Attn.: Christopher C. DeMuth, Jr.
Fax No.:
(ii) | if to Buyer, addressed to: |
MetLife Chile Acquisition Co. S.A.
c/o MetLife, Inc.
1095 Avenue of the Americas
New York, New York 10036
Attn.: Adam. M. Hodes
Fax No.:
with a copy (which shall not constitute notice) to:
MetLife, Inc.
1095 Avenue of the Americas
New York, New York 10036
Attn.: Rolon A. Reed, III
Fax No.:
with a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attn.: Paola Lozano
Fax No.:
4
(i) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
(j) Each of Buyer and Seller hereby irrevocably consents and agrees that any legal action or proceeding against it or any of its assets with respect to any of the obligations arising under or relating to this Agreement shall be brought by Buyer or by Seller exclusively in any state or federal court sitting in the State of New York, and by execution and delivery of this Agreement, Buyer and Seller hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its property, the exclusive jurisdiction of the aforesaid courts and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any action therein. Each party hereto agrees that the summons and complaint or any other process in any action may be served by notice given in accordance with this Agreement, or as otherwise permitted by law. Each party hereto irrevocably waives the right to trial by jury.
(k) Each of Buyer and Seller have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be interpreted and construed as if drafted jointly by Buyer and Seller and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
[Signature Pages Follow]
5
IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the undersigned parties has executed or caused this Agreement to be executed on the date first above written.
RANGELEY CAPITAL PARTNERS, L.P. | ||||||
By: | /s/ Christopher C. DeMuth, Jr. | |||||
Name: | Christopher C. DeMuth, Jr. | |||||
Title: | Managing Partner |
METLIFE CHILE ACQUISITION CO. S.A. | ||||||
By: | /s/ Robert Einstein | |||||
Name: | Robert Einstein | |||||
Title: | Attorney-in-Fact |
Exhibit 9
AMERICAN DEPOSITARY SHARE PURCHASE AGREEMENT
AMERICAN DEPOSITARY SHARE PURCHASE AGREEMENT, dated as of 22 August 2014 (Agreement), by and between Rangeley Capital Partners, LLC, (Seller), on the one hand, and METLIFE CHILE ACQUISITION CO. S.A., a Chilean closed corporation (sociedad anónina cerrada) (Buyer), on the other hand.
WHEREAS, this Agreement sets forth the terms and conditions upon which Seller will sell to Buyer, and Buyer will purchase from Seller, 94,271 American Depository Shares (ADS) of Administradora de Fondos de Pensiones Provida S.A. (the Company), each representing fifteen (15) Common Shares, without par value of the Company (Shares), for an aggregate of 1,414,065 Shares.
NOW, THEREFORE, in consideration of and reliance upon the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:
1. Purchase and Sale of ADSs. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, Seller hereby agrees to sell, assign and transfer to Buyer, and Buyer hereby agrees to purchase and accept from Seller, an aggregate of 94,271 ADSs (the Sale ADSs), and all rights attaching thereto, including voting rights and the right to all dividends or other distributions having a record date after the date hereof, for a purchase price equal to $92.2140 per ADS (the Purchase Price), without interest or adjustment, free and clear of all liens, equities, claims, options, proxies, voting agreements, charges and encumbrances of whatever nature (collectively, Liens), payable simultaneously with the execution of this Agreement (against delivery of the Sale ADSs pursuant to Section 3 of this Agreement) by wire transfer in immediately available funds to the account previously specified in writing by Seller, the receipt of which is hereby acknowledged by Seller.
2. Definitions. For purposes of this Agreement:
(a) an affiliate of a person shall mean any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by or is under common control with such person; and
(b) $ means United States Dollars.
3. Deliveries; Payment; Closing. Simultaneously with the execution of this Agreement, (a) Seller shall transfer and convey to Buyer, free and clear of all Liens, the Sale ADSs, and deliver to Buyer a signed instrument of transfer in the form attached as Schedule 1 to this Agreement accompanied by (if applicable) an ADS certificate or certificates (endorsed to Buyer), representing the number of Sale ADSs, together with any documents (including without limitation brokers transfer instructions in the form attached as Schedule 2 to this Agreement (if applicable)) that, in the reasonable judgment of Buyer, are necessary to transfer and convey to, and vest in, Buyer good and valid title to the Sale ADSs, free and clear of all Liens; and (b) Buyer shall deliver to Seller the Purchase Price for the Sale ADSs, delivered pursuant to
Section 1 hereof and in accordance therewith. Notwithstanding anything in this Agreement to the contrary, the closing of the purchase and sale of Sale ADSs shall take place simultaneously with the execution of this Agreement (the Closing) at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036.
4. Representations and Warranties of the Seller. Seller represents and warrants to Buyer as follows:
(a) Seller has the necessary legal capacity, power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;
(b) This Agreement has been duly and validly authorized, executed and delivered by Seller and, assuming due authorization, execution and delivery by and on behalf of Buyer, constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms;
(c) As of the date hereof, the Sale ADSs are fully paid and non-assessable;
(d) As of the date hereof, Seller is the owner, beneficially and of record, of the Sale ADSs, free and clear of any Liens, and will transfer at Closing to Buyer good and valid title to the Sale ADSs, free and clear of any Liens;
(e) As of the date hereof, other than the Sale ADSs, Seller is not the owner, beneficially or of record, of any ADSs or Shares;
(f) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, (i) violate or conflict with any provision of the trust, charter or organizational documents or by-laws or comparable documents of Seller, result in the imposition of any Liens under, cause or permit the acceleration of any obligation under, or violate or conflict with the terms, conditions or provisions of, any note, indenture, security agreement, lease, guaranty, joint venture agreement, or other contract, agreement or instrument to which Seller is a party or by which Seller or any of the Sale ADSs is bound, or result in a breach or violation by such Seller of any law, rule or regulation or any order, injunction, judgment or decree of any court, governmental authority or regulatory agency;
(g) There exists no restriction upon the sale and delivery to Buyer of the Sale ADSs by Seller, nor is Seller required to obtain the approval of any person or entity or any court, governmental authority or regulatory agency to effect the sale of such ADSs in accordance with the terms hereof;
(h) There are no claims for brokerage commissions or finders fees or agents commissions or other like payment in connection with this Agreement or the transactions contemplated hereby; and
(i) Seller has (i) timely paid all Taxes required to be paid by it with respect to the acquisition, ownership or disposition of the Sale ADSs, and (ii) timely filed with the relevant
2
governmental authority such Tax Returns required to be filed by it, and all such Tax Returns were true, correct and complete. The term Tax or Taxes means all net income, gross income, gross receipts, sales, use, ad valorem, transfer, excess profits, franchise, profits, license, withholding, payroll, employment, unemployment social security, excise, severance, stamp, occupation, premium, property, disability, capital stock, capital gains or windfall profits taxes, customs duties or other taxes, fees, assessments or governmental charges of any kind whatsoever, together with any interest and penalties, additions to tax or additional amounts imposed with respect thereto. The term Tax Return means any return, report, declaration, form, documentation, filing, claim for refund or information statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
5. Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows:
(a) Buyer has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;
(b) This Agreement has been duly and validly authorized, executed and delivered by Buyer and, assuming due authorization, execution and delivery by and on behalf of Seller, constitutes a legal, valid and binding agreement of Buyer, enforceable in accordance with its terms; and
(c) There are no claims for brokerage commissions or finders fees or agents commissions or other like payment in connection with this Agreement or the transactions contemplated hereby.
6. Taxes. Seller shall make full and timely payment of any Taxes owed by the Seller in connection with the execution and performance this Agreement and the sale of the Sale ADSs contemplated herein. Anything in the preceding sentence to the contrary notwithstanding, Seller shall be responsible for, and shall pay, any Taxes imposed with respect to the transfer of the Sale ADSs.
7. Miscellaneous.
(a) All fees and expenses incurred by any of the parties hereto shall be borne by the party incurring such fees and expenses.
(b) Without limiting the other terms of this Agreement, after the Closing, Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer that may be required to convey and deliver the Sale ADSs to Buyer and to perfect Buyers title thereto and to accomplish the transactions contemplated by this Agreement.
(c) This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, whether oral or written, among the parties hereto with respect to the subject matter hereof This Agreement may not be amended orally, but may only be amended by an instrument in writing signed by each of the parties hereto.
3
(d) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their directors, officers, trustees, executors, heirs, legal representatives, successors and assigns. Seller may not and shall not assign its obligations hereunder and any assignment in violation of this sentence shall be void. Buyer may at its option assign this Agreement to any of its affiliates (including MetLife, Inc. and its subsidiaries). Nothing contained in this Agreement shall be deemed to give rise to any right in a person not a party hereto (other than any assignee of Buyer) or in Seller or Buyer on behalf of any such person to seek enforcement of, or damages arising out of any alleged default with respect to, any provisions of this Agreement.
(e) All representations, warranties and covenants contained herein shall survive the execution and delivery of this Agreement and the delivery of the Sale ADSs.
(f) This Agreement may be executed in any number of counterparts, including via electronic means, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument.
(g) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without reference to the conflict of laws principles thereof.
(h) All notices and other communications under this Agreement shall be in writing and delivery thereof shall be deemed to have been made either (i) one (1) business day after such notice shall have been deposited with a nationally-recognized overnight courier service, or (ii) when delivered by hand or transmitted by facsimile transmission, to the party entitled to receive the same at the address or facsimile number indicated below or at such other address or facsimile number as such party shall have specified by written notice to the other parties hereto given in accordance herewith:
(i) | if to Seller, addressed to: |
Rangeley Capital, LLC
3 Forest Street
New Canaan, CT
06840
Attn.: Christopher C. DeMuth, Jr.
Fax No.:
(ii) | if to Buyer, addressed to: |
MetLife Chile Acquisition Co. S.A.
c/o MetLife, Inc.
1095 Avenue of the Americas
New York, New York 10036
Attn.: Adam M. Hodes
Fax No.:
4
with a copy (which shall not constitute notice) to:
MetLife, Inc.
1095 Avenue of the Americas
New York, New York 10036
Attn.: Rolon A. Reed, III
Fax No.:
with a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attn.: Paola Lozano
Fax No.:
(i) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
(j) Each of Buyer and Seller hereby irrevocably consents and agrees that any legal action or proceeding against it or any of its assets with respect to any of the obligations arising under or relating to this Agreement shall be brought by Buyer or by Seller exclusively in any state or federal court sitting in the State of New York, and by execution and delivery of this Agreement, Buyer and Seller hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its property, the exclusive jurisdiction of the aforesaid courts and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any action therein. Each party hereto agrees that the summons and complaint or any other process in any action may be served by notice given in accordance with this Agreement, or as otherwise permitted by law. Each party hereto irrevocably waives the right to trial by jury.
(k) Each of Buyer and Seller have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be interpreted and construed as if drafted jointly by Buyer and Seller and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
[Signature Pages Follow]
5
IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the undersigned parties has executed or caused this Agreement to be executed on the date first above written.
[] | ||||||
By: | /s/ Chris DeMuth, Jr. | |||||
Name: | Chris DeMuth, Jr. | |||||
Title: | Managing Partner |
METLIFE CHILE ACQUISITION CO. S.A. | ||||
By: | /s/ Robert Einstein | |||
Name: | Robert Einstein | |||
Title: | Attorney-in-Fact |
Exhibit 10
RESOLUTION OF THE BOARD OF DIRECTORS OF
METLIFE CHILE ACQUISITION CO. S.A.
The Board of Directors of MetLife Chile Acquisition Co. S.A. (the Company) unanimously agreed on August 26, 2014 to grant a special power to Messrs. Randal W. Haase and Robert Einstein such that either of them, in their individual capacity, may represent the Company before the U.S. Securities and Exchange Commission in connection with any filing, communication, presentation, request, registration or declaration as he may deem necessary or advisable before such U.S. regulatory authority.
The board hereby resolves that the power conferred above shall be effective immediately and that all actions that he may take pursuant to and in accordance with such power are hereby ratified, without the need for further board action, in accordance with the law.
/s/ Pablo Iacobelli del Río |
/s/ Ronald Michael Mayne-Nicholls Secul | |||
Pablo Iacobelli del Río | Ronald Michael Mayne-Nicholls Secul |
Exhibit 11
RESOLUTION OF THE BOARD OF DIRECTORS OF
INVERSIONES PREVISIONALES S.A.
The Board of Directors of Inversiones Previsionales S.A. (the Company) unanimously agreed on August 26, 2014 to grant a special power to Messrs. Randal W. Haase and Robert Einstein such that either of them, in their individual capacity, may represent the Company before the U.S. Securities and Exchange Commission in connection with any filing, communication, presentation, request, registration or declaration as he may deem necessary or advisable before such U.S. regulatory authority.
The board hereby resolves that the power conferred above shall be effective immediately and that all actions that he may take pursuant to and in accordance with such power are hereby ratified, without the need for further board action, in accordance with the law.
/s/ Pablo Iacobelli del Río |
/s/ Ronald Michael Mayne-Nicholls Secul | |||
Pablo Iacobelli del Río | Ronald Michael Mayne-Nicholls Secul |