Amendment to Transaction Agreement between Invesco Ltd. and Morgan Stanley (May 28, 2010)

Contract Categories: Business Finance › Modification Agreements
Summary

This amendment to the Transaction Agreement between Invesco Ltd. and Morgan Stanley changes the terms of the consideration for their transaction. It sets the cash payment at $800 million, reduces the number of shares to be issued from 44,130,627 to 30,891,439, and adjusts certain proportional references in the agreement. All other terms remain as previously defined, and this letter serves as a formal amendment to the original agreement.

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EX-10.2 2 exhibit102.htm exhibit102.htm - Generated by SEC Publisher for SEC Filing

 


Exhibit 10.2

Morgan Stanley
1585 Broadway
New York, New York 10036

Invesco Ltd.

1555 Peachtree Street NE

Atlanta, Georgia 30309

 

May 28, 2010

 

Re:      Transaction Agreement/Consideration Mix

 

            In connection with the Transaction Agreement (as amended from time to time, the “Agreement”) dated as of October 19, 2009, between Invesco Ltd., a Bermuda company (“Buyer”), and Morgan Stanley, a Delaware corporation (“Seller”), each of Buyer and Seller hereby agrees as follows:

1.      The definition of “Aggregate Cash Consideration” in Section 1.01(a) of the Agreement is amended and restated in its entirety to read as follows:

 

            ““Aggregate Cash Consideration” means $800,000,000.”

 

2.      The definition of “Aggregate Equity Consideration” in Section 1.01(a) of the Agreement is amended to replace each reference to “44,130,627 shares” in such definition with “30,891,439 shares”.

 

3.      The references to “one-third” in Sections 2.05(a)(i) and 2.05(b)(i) shall each be deemed replaced with “eight-fifteenths”.

 

4.      Unless otherwise noted, any capitalized term that is used, but not defined, in this letter agreement shall have the meaning set forth in the Agreement.  Sections 13.01 through 13.10 and Section 13.12 are hereby incorporated by reference into this letter agreement, mutatis mutandis.  This letter agreement shall be deemed to be an amendment of the Agreement in compliance with Section 13.02 thereof.

 

[Signature page follows]

 

 

            IN WITNESS WHEREOF, the parties hereto have caused this letter agreement to be signed by their respective authorized representatives.

 

INVESCO LTD.

By:

/s/ Loren M. Starr

Name:  Loren M. Starr

Title:    Chief Financial Officer and Senior Managing Director

 

MORGAN STANLEY

By:

/s/ Stuart Bohart

Name:  Stuart Bohart

Title:    Authorized Person

 

 

 

 

 

                                                                                                                                                &nbs p;