EXHIBIT 99.2
DESCRIPTION OF STOCKHOLDERS' AGREEMENT AMONG XXXX X. XXXXXXX, XXXX X. XXXXXXX
AND XXXX X. XXXXXXX, XX., CERTAIN TRUSTS CONTROLLED BY THEM,
CALAMOS FAMILY PARTNERS, INC. AND THE COMPANY.
STOCKHOLDERS' AGREEMENT
In connection with this offering, Xxxx X. Xxxxxxx, Xxxx X. Xxxxxxx and
Xxxx X. Xxxxxxx, Xx. (the "Calamos principals"), certain trusts controlled by
them (the "Family Affiliates"), Calamos Family Partners, Inc., Calamos Asset
Management, Inc. and Calamos Holdings LLC will enter into a stockholders'
agreement that will, among other things, effectively restrict transfers of (a)
the shares of Class A voting stock and Class B non-voting stock of Calamos
Family Partners, Inc. owned by the Calamos principals and their Family
Affiliates as of the effective date of the registration statement of which this
prospectus forms a part, (b) the shares of our Class B common stock and the
membership units in Calamos Holdings LLC that Calamos Family Partners, Inc. and
Xxxx X. Xxxxxxx will own upon the completion of the Reorganization and (c) any
shares of our Class A common stock issued upon conversion of any of those shares
of our Class B common stock or in exchange for any of those membership units in
Calamos Holdings LLC.
Transfer Restrictions
The Stockholders' Agreement will prohibit any transfer of Founders' Equity
(as defined below) by Calamos Family Partners, Inc., the Calamos principals or
their Family Affiliates prior to the 365th day after the effective date, except
in limited circumstances noted below. Thereafter, Calamos Family Partners, Inc.,
the Calamos principals and their Family Affiliates may transfer their Founder's
Equity, provided that until the tenth anniversary of the effective date:
- in any 12-month period beginning on the 365th day after the
effective date, no Calamos principal or his Family Affiliates may
transfer beneficial ownership or indirect beneficial ownership (as
defined below) of, in the aggregate, more than 20% of the total
amount of Founders' Equity of such Calamos principal and his Family
Affiliates; and
- for so long as either Xxxx X. Xxxxxxx or Xxxx X. Xxxxxxx remains
employed in the business of Calamos Holdings, LLC and its
subsidiaries, the Calamos principals and their Family Affiliates
together must not voluntarily transfer any Founders' Equity
beneficially owned by such person or any other securities
beneficially owned by such person that represent an indirect
beneficial ownership (as defined below) in Founders' Equity if such
transfer would result in the Calamos principals and their Family
Affiliates, taken as a whole, owning less than 30% of the total
amount of Founders' Equity.
Notwithstanding anything to the contrary described in the preceding
paragraph, each Calamos principal and his Family Affiliates will be permitted to
transfer at any time all or any portion of their Founders' Equity (a) to a CFP
Permitted Transferee in the event of the death, disability, termination or
bankruptcy of the transferor, (b) to any CFP Permitted Transferee that is
controlled by or under common control with the transferor, (c) in the case of a
Family Affiliate or other trust, pursuant to the terms of the applicable trust
agreement or applicable law, (d) to Calamos Asset Management, Inc. in exchange
for Class A common stock, (e) with the prior approval of a majority of the
independent members of our board of directors or (f) in connection with a
merger, consolidation or similar transaction. For purposes of the stockholders'
agreement, "Founders' Equity" means, with respect to any Calamos principal, the
total equity interest in Calamos Asset Management, Inc. and Calamos Holdings LLC
indirectly beneficially owned by such Calamos principal whether in his
individual capacity or as trustee of a Family Affiliate as of the effective date
of the registration statement of which this prospectus forms a part or any
shares of Class A common stock issued in exchange for the surrender thereof.
"Indirect beneficial owner" (including the term indirect beneficial ownership)
means a natural person or ultimate parent entity, with respect to stock of
Calamos Asset Management, Inc. or membership units that are not owned of record
by such person or entity, that beneficially owns equity interests directly, or
indirectly through one or more entities, in the entity that is the holder of
such stock or units and the number of membership units or shares of our common
stock that such person or entity shall be deemed to indirectly beneficially own
will be equal to the number of membership units or shares of our common stock
held by the record holder of such securities multiplied by such person's or
entity's direct or indirect equity interest in such record holder.
Change of Control
Pursuant to the stockholders' agreement, the Calamos principals and their
Family Affiliates (and any CFP Permitted Transferee that is the indirect
beneficial owner of Founder's Equity) may, notwithstanding anything to the
contrary in the Stockholders' Agreement, transfer in any transaction or series
of transactions to another person or group beneficial ownership of 40% or more
of the aggregate Founders' Equity in the form of shares of Class A common stock.
Reinvestment Agreement
Pursuant to the stockholders' agreement, the Calamos principals and their
Family Affiliates have agreed to invest, or use its reasonable best efforts to
cause to be invested, at least 50% of the after-tax net proceeds from Calamos
Family Partners, Inc.'s sale of membership units in Calamos Holdings LLC to us
in connection with the offering, estimated to be approximately $119 million, in
investment products managed by our subsidiaries. The Calamos principals and
their Family Affiliates have further agreed to maintain, or cause to be
maintained, these investments for not less than two years.
Observer Rights
In the stockholders' agreement, we will agree to allow Calamos Family
Partners, Inc. to designate two persons who will be permitted to attend as
observers all meetings of our board of directors for so long as shares of our
Class B common stock remain outstanding.
Amendments and Term
The stockholders' agreement may be amended by us with the approval of a
majority of the independent members of our board of directors, provided that any
amendment that adversely affects the Calamos principals or Family Affiliates or
any CFP Permitted Transferee (collectively the "Calamos Family Holders") must be
approved by a majority in interest of the Calamos Family Holders (based on such
persons' indirect beneficial ownership of membership units). The stockholders'
agreement will terminate on the earlier to occur of (1) the expiration of all
rights created thereunder and all statutes of limitation applicable to the
enforcement of claims thereunder, (2) the date on which we agree (by a
resolution of the board of directors adopted by the independent directors) with
the Calamos principals and their Family Affiliates (and any CFP Permitted
Transferee that is the indirect beneficial owner of Founder's Equity) who then
have any rights or obligations under the stockholders' agreement to terminate
the agreement, and (3) on a date to be determined, if the closing of the
offering of our Class A common stock shall not have occurred prior to such date.
