Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Hanover Compressor Company 90 504K
2: EX-2.1 Agreement and Plan of Merger Dated 10/13/95 83 321K
3: EX-3.1 Amended & Restated Certificate of Inc. of Hanover 5 22K
4: EX-3.2 Form of Amended & Restated By-Laws of Hanover 11 41K
5: EX-3.3 Certificate of Amend. of Certificate of Incorp. 2 15K
6: EX-4.1 3rd Amended & Restated Registration Agrmt. 12/5/95 21 74K
14: EX-4.10 Form of Warrant Agreement 19 73K
7: EX-4.3 Stockholders Agreement Dated 1/27/95 21 71K
8: EX-4.4 Amended & Restated Stockholders Agreement 8/7/95 22 91K
9: EX-4.5 Form of Letter Agreement to the Stockholders Agmt. 2 15K
10: EX-4.6 Stockholders Agreement as of 8/7/95 16 70K
11: EX-4.7 Stockholders Agreement as of 12/5/95 18 73K
12: EX-4.8 Pledge Agreement 12/19/95 by Hanover Acquisition 13 47K
13: EX-4.9 2nd Amended & Restated Pledge Agreement 12/19/95 15 55K
15: EX-10.1 2nd Amended & Restated Credit Agreement 12/19/95 114 399K
24: EX-10.10 Hanover Compressor Co. 1996 Employee Stock Options 18 48K
25: EX-10.11 Oem Sales & Purchase Agreement 7 21K
26: EX-10.12 Distribution Agreement 2/23/95 10 46K
27: EX-10.13 Exclusive Distribution Agreement Dated 2/23/95 11 43K
28: EX-10.14 Lease Agreement With Option to Purchase 2/24/95 10 40K
29: EX-10.15 Lease Agreement 12/4/90 W/Hanover & Ricardo Guerra 19 60K
30: EX-10.16 Lease Agreement 3/31/95 W/Hanover & Smith Ind.,Inc 21 73K
31: EX-10.17 Lease Agreement With Option to Purchase 5/8/93 21 65K
32: EX-10.18 Indemnification Agreement Dated 12/5/95 6 28K
33: EX-10.19 Put Agreement Dated 12/5/95 2 15K
16: EX-10.2 Loan Agreement 12/19/95 90 350K
34: EX-10.20 Exchange & Subordinated Loan Agreement 12/23/96 19 49K
17: EX-10.3 Management Fee Letter 11/14/95 6 30K
18: EX-10.4 Hanover Compressor Co. Senior Executive Stock Plan 19 48K
19: EX-10.5 1993 Hanover Compressor Co. Management Stock Plan 18 47K
20: EX-10.6 Hanover Compressor Co. Incentive Option Plan 16 43K
21: EX-10.7 Amend.& Restatement of the Incentive Option Plan 17 42K
22: EX-10.8 Hanover Compressor Co. 1995 Employee Stock Option 18 48K
23: EX-10.9 Hanover Compressor Co. 1995 Management Stock Plan 18 48K
35: EX-11.1 Statement Re Computation of Earnings Per Share 2± 14K
36: EX-23.1 Consent of Price Waterhouse LLP 1 11K
37: EX-23.2 Consent of Arthur Andersen LLP 1 11K
38: EX-27 Financial Data Schedule 1 14K
EX-10.3 — Management Fee Letter 11/14/95
| EX-10.3 | 1st Page of 6 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 10.3
GKH PARTNERS, L.P.
200 WEST MADISON, SUITE 2700
CHICAGO, ILLINOIS 60606
November 14, 1995
Hanover Compressor Company
12001 North Houston Rosslyn
Houston, Texas 77086
Attention: Michael O'Connor
Chairman and Chief Executive Officer
Dear Sirs:
Prior to the date hereof GKH Partners, L.P. ("GKH") has provided a
variety of investment banking, advisory and other management services to
Hanover Compressor Company (the "Company"), including, without limitation,
assistance with respect to capital formation, strategic planning and the
evaluation, analysis and negotiation and completion of business combinations,
asset swaps, investments, joint ventures with strategic partners and other
strategic and financial alternatives. This letter will confirm our
understanding that the Company has engaged GKH to act as its financial advisor
with respect to the foregoing activities which may ultimately include a
possible Sale (as defined below).
The following services have been and will be provided by GKH pursuant
to this engagement:
o Assistance in the Company's capital raising and strategic
planning efforts;
o Assistance in identifying, evaluating and consummating
potential acquisition opportunities;
o Assistance in negotiations with potential purchasers,
investors and acquisition candidates;
o Assistance in identifying, analyzing and consummating
potential business combinations; and
o Assistance in identifying, analyzing and consummating other
value enhancing transactions.
Hanover Compressor Company
November 14, 1995
Page 2
GKH's compensation for its role as financial advisor will be determined as
follows:
(a) If during the term of this engagement or within one year after
termination of this engagement as discussed below, a Sale of
the Company occurs, the Company agrees to pay GKH concurrently
with the consummation of the closing of any such Sale a
transaction fee equal to 0.75% of the Fair Market Value of the
Company as of the date of the Sale (the "Transaction Fee"),
subject to adjustment pursuant to (b) below.
For purposes of this Agreement, the term "Sale" shall be
defined to include the sale (whether in one or a series of
transactions) of all, substantially all or a majority of the
assets or the capital stock of the Company, as well as any
recapitalization, restructuring or liquidation of the Company
by the current owners, a third party or any combination
thereof, a disposition of shares of the Company resulting in
GKH Investments, L.P. owning less than 25% of the Company or
any other form of disposition which results in the effective
sale of the principal business and operations of the Company
by the current owners; and
For purposes of this Agreement, Fair Market Value shall be
determined on the basis of the equity value ascribed to the
Company (net of any Company long term debt or preferred stock
outstanding) in the Sale transaction.
(b) The Company agrees to reimburse GKH for all reasonable
out-of-pocket expenses incurred in connection with GKH's role
hereunder; provided, however, that the Company and GKH shall
agree upon a mutually acceptable reduction of the Transaction
Fee based upon the total amount of expenses incurred by GKH
solely in its capacity as financial advisor. In addition, the
Company agrees to reimburse GKH for the reasonable fees and
expenses of legal counsel and any other advisors retained by
GKH (it being understood that the retention of any such
advisors other than legal counsel shall be with the prior
approval of the Company).
The Transaction Fee and the reimbursements described above shall be the sole
consideration payable by the Company to GKH relative to any Sale of the Company
or otherwise with respect to the services described above.
Neither GKH nor its assistance and analysis may be otherwise
referenced in any document, including a press release, without its prior
written consent, unless required by operation of law.
Hanover Compressor Company
November 14, 1995
Page 3
Since GKH will be acting on behalf of the Company in connection with
its engagement hereunder, the Company and GKH have entered into a separate
letter agreement (the "Indemnification Agreement") providing for the
indemnification by the Company of GKH and certain related entities and persons,
a copy of which is attached hereto as Exhibit A.
If GKH is asked to act for the Company in some other capacity, then
the terms of any such additional engagement(s) will be embodied in one or more
separate written agreements, containing provisions and terms customary for such
services to be agreed upon mutually. The indemnity obligations set forth in
the Indemnification Agreement shall apply to the engagement contemplated
pursuant to this Agreement and any such additional engagement and shall remain
in full force and effect regardless of any completion, modification or
termination of GKH's engagements.
This engagement may be terminated at any time by the Company or GKH,
upon written notice thereof to the other party, provided, however, that any
termination of GKH's engagement by the Company hereunder shall not affect the
Company's obligation to pay the Transaction Fee if a Sale occurs within one
year following such termination, nor shall it affect the Company's obligation
to reimburse GKH for its out-of-pocket expenses to the extent provided for
herein and to indemnify GKH and certain related entities and persons as
provided in the Indemnification Agreement.
The Company acknowledges that GKH and certain of its affiliates own
approximately 66,500 shares of the Company's common stock and 10,000 shares of
the Company's 6.5% Series A Cumulative Redeemable Preferred Stock.
In connection with this engagement, GKH is acting as an independent
contractor with duties owing solely to the Company. This agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
without regard to conflicts of law principles thereof.
Hanover Compressor Company
November 14, 1995
Page 4
We look forward to continuing our working relationship with the
Company consistent with the terms of this agreement. Please confirm that the
foregoing is in accordance with your understanding by signing and returning to
us the enclosed duplicate of this Agreement.
Very truly yours,
GKH PARTNERS, L.P.,
a Delaware limited partnership
By: JAKK Holding Corp.,
a general partner
By:
-----------------------------------
Melvyn N. Klein, President
Accepted and Agreed to as of the
date first written above:
HANOVER COMPRESSOR COMPANY
By:
-----------------------------------
Name:
Title:
HANOVER COMPRESSOR COMPANY
12001 NORTH HOUSTON ROSSLYN
HOUSTON, TEXAS 77086
November 14, 1995
GKH Partners, L.P.
200 W. Madison St., Suite 2700
Chicago, Illinois 60606
In connection with your engagement (the "Engagement") to advise and
assist with the possible sale of Hanover Compressor Company we agree to
indemnify and hold harmless GKH Partners, L.P. ("GKH" or "you") and its
affiliates, the respective directors, officers, partners, shareholders agents
and employees of GKH and its affiliates, and each other person, if any,
controlling GKH or any of its affiliates (collectively, "Indemnified Persons"),
from and against, and we agree that no Indemnified Person shall have any
liability to us or our owners, parents, affiliates, security holders or
creditors for, any losses, claims, damages or liabilities (including actions or
proceedings in respect thereof)(collectively "Losses") (A) related to or
arising out of (i) our actions or failures to act (including statements or
omissions made, or information provided, by us or our agents) or (ii) actions
or failures to act by an Indemnified Person with our consent or in reliance on
our actions or failures to act, or (B) otherwise related to or arising out of
the engagement or your performance thereof, except that this clause (B) shall
not apply to any Losses that are finally judicially determined or have resulted
primarily from your bad faith or gross negligence. If such indemnification is
for any reason not available, we agree to contribute to the Losses involved in
such proportion as is appropriate to reflect the relative benefits received (or
anticipated to be received) by us and by you with respect to the Engagement or,
if such allocation is judicially determined to be unavailable, in such
proportion as is appropriate to reflect other equitable considerations such as
the relative fault of us on the one hand and of you on the other hand,
provided, however, that, to the extent permitted by applicable law, the
Indemnified Persons shall not be responsible for amounts which in the aggregate
are in excess of the amount of all fees actually received by you from us in
connection with the Engagement. Relative benefits to us, on the one hand, and
you, on the other hand, with respect to the Engagement shall be deemed to be in
the same proportion as (i) the total value paid or proposed to be paid or
received or proposed to be received by us or our security holders, as the case
may be, pursuant to the transaction(s), whether or not consummated,
contemplated by the Engagement bears to (ii) all fees paid or proposed to be
paid to you by us in connection with the Engagement.
We will reimburse each Indemnified Person for all expenses (including
reasonable fees and disbursements of counsel) as they are incurred by such
Indemnified Person in connection with investigating, preparing for or defending
any action, claim or proceeding ("Action") referred to above (or enforcing this
agreement or any related Engagement agreement), whether or not in connection
with pending or threatened litigation in which any Indemnified Person is a
party, and whether or not such Action is initiated or brought by you. We
further agree that we will not settle or compromise or consent to the entry of
any judgment in any pending or threatened Action in
1
respect of which indemnification may be sought hereunder (whether or not an
Indemnified Person is a party therein) unless we have given you reasonable
prior written notice thereof and used all reasonable efforts, after
consultation with you, to obtain an unconditional release of each Indemnified
Person from all liability arising therefrom.
Our obligations hereunder shall be in addition to any rights that any
Indemnified Person may have at common law or otherwise. Solely for the purpose
of enforcing this agreement, we hereby consent to personal jurisdiction and to
service and venue in any court in which any claim which is subject to this
agreement is brought by or against any Indemnified Person. We acknowledge that
in connection with the Engagement you are acting as an independent contractor
with duties owing solely to us. YOU HEREBY AGREE, AND WE HEREBY AGREE ON OUR
OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF OUR
SECURITY HOLDERS, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY
CLAIM, COUNTER-CLAIM OR ACTION ARISING OUT OF THE ENGAGEMENT, YOUR PERFORMANCE
THEREOF OR THIS AGREEMENT.
The provisions of this agreement shall apply to the Engagement
(including related activities prior to the date hereof) and any modification
thereof and shall remain in full force and effect regardless of the completion
or termination of the Engagement. This agreement and any other agreements
relating to the Engagement shall be governed by and construed in accordance
with the laws of the State of [DELAWARE] without regard to conflicts of law
principles.
Very truly yours,
HANOVER COMPRESSOR COMPANY
By:
-----------------------------------
Name:
Title:
Accepted and Agreed:
GKH PARTNERS, L.P.,
a Delaware limited partnership
By: JAKK Holding Corp.,
a general partner
By:
--------------------------------
Melvyn N. Klein, President
2
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 4/11/97 | | | | | | | None on these Dates |
| | 11/14/95 | | 1 | | 5 |
| List all Filings |
↑Top
Filing Submission 0000950129-97-001512 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Sat., Apr. 20, 7:14:06.2am ET 