STOCK PURCHASE AGREEMENT by and between WORTHINGTON STEEL OF MICHIGAN, INC., and each of ANGUS INDUSTRIES, INC. ANGUS INDUSTRIES, INC. EMPLOYEE STOCK OWNERSHIP TRUST and WILLIAM BLAIR MEZZANINE CAPITAL FUND III, L.P. and ROBERT A. KLUVER, not in his...Stock Purchase Agreement • January 4th, 2012 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • Delaware
THIS STOCK PURCHASE AGREEMENT (together with Exhibits, Schedules and Attachments hereto, this “Agreement”), dated as of December 29, 2011 is made and entered into by and between WORTHINGTON STEEL OF MICHIGAN, INC., a Michigan corporation (the “Purchaser”), and each of (i) ANGUS INDUSTRIES, INC., a Delaware corporation (the “Company”), (ii) ANGUS INDUSTRIES, INC. EMPLOYEE STOCK OWNERSHIP TRUST, holder of all of the issued and outstanding stock of the Company (the “Shareholder”) acting by and through NORTH STAR TRUST COMPANY in its capacity as the Trustee of such trust and not in its corporate capacity, (iii) WILLIAM BLAIR MEZZANINE CAPITAL FUND III, L.P. (the “Noteholder”) and (iv) ROBERT A. KLUVER, not in his individual capacity but solely in his capacity as Phantom Unit Holder Representative. The Purchaser, the Company, the Shareholder, the Noteholder and the Phantom Unit Holder Representative are sometimes individually referred to herein as a “Party” and collectively as the “Parties.
