Exhibit 10.1


 


STOCK
REPURCHASE AGREEMENT


 


This Stock Repurchase Agreement (this “Agreement”)
is made as of the 3rd day of November, 2021, by and between BrightSphere Investment Group Inc., a Delaware corporation (the
 “Company”), Paulson & Co. Inc., a Delaware corporation (the “Seller”), and Paulson Partners
L.P., a Delaware limited partnership, and Paulson Enhanced Ltd., a Cayman Islands company (together with Paulson Partners L.P., the “Funds”
and each, a “Fund”).


 


WHEREAS, the Company intends to conduct a public
fixed price self-tender offer for up to 33,300,000 shares of its common stock, par value $0.001 per share (“Common Stock”),
at a price of $31.50 per share pursuant to the terms and conditions set forth in the Offer to Purchase (the “Tender Offer”);


 


WHEREAS, the Funds own 20,000,552 shares of Common
Stock, which constitute approximately 25.1% of the issued and outstanding shares of Common Stock, as of the date of this Agreement;


 


WHEREAS, the Seller wishes to have the Funds transfer
to the Company, and the Company wishes to repurchase from the Funds, in compliance with applicable law, the Funds’ shares of Common
Stock, if and only if required to limit the Funds’ percentage ownership of Common Stock to less than 20% of the outstanding shares
of Common Stock following the completion of the Tender Offer, on the terms and subject to the conditions set forth in this Agreement;


 


WHEREAS, any such repurchase will be pro rata between
the Funds based on the current percentage ownership of the Common Stock of each of the Funds;


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements herein set forth, and for good and valuable consideration, the parties hereto agree as follows:


 


1.              Definitions.
As used herein, the following terms have the following meanings:


 


“Per Share Purchase Price” for
the Shares shall be equal to the price per share of Common Stock paid by the Company for the shares of Common Stock tendered by the holders
of Common Stock in the Tender Offer.


 


“Purchase Price” for the Seller
shall be equal to the product of (i) the Per Share Purchase Price multiplied by (ii) the Shares.


 


“Shares” shall mean the number
of shares of Common Stock (rounded up to the nearest whole number of shares) necessary, following the close of the Tender Offer, to cause
the Funds to own not more than 19.99% of the outstanding shares of Common Stock upon their sale under this Agreement.


 


“Transfer Agent” means the Company’s
transfer agent, Computershare Trust Company, N.A.


 






     


     


    

 


2.              Purchase
and Sale of Shares


 


(a)              Purchase
and Sale of Common Stock. At the Closing (as defined in Section 2(b) below), to the extent required to limit the
Funds’ percentage ownership of Common Stock to not more than 19.99% of the outstanding shares of Common Stock following completion
of the Tender Offer and subject to the terms and conditions hereof, the Funds will transfer to the Company, and the Company will repurchase
from the Funds, all of the Shares (as defined in Section 1(a) above); it being understood that such transfer and repurchase
of the Shares will be pro rata between the Funds based on the current percentage ownership of the Common Stock of each of the Funds. In
exchange for the transfer of the Shares, the Company will pay the Funds the Purchase Price (as defined in Section 2(b) below)
in immediately available funds.


 


(b)              The
Closing. Subject to the terms and conditions hereof, the closing of the purchase and sale of the Shares (the “Closing”)
will take place at the offices of Ropes & Gray LLP, Prudential Tower, 800 Boylston St, Boston, Massachusetts 02199, on the eleventh
business day following the expiration date of the Tender Offer, or at such later date or place as the parties shall mutually agree.


 


3.              Deliveries
at Closing.


 


(a)              Funds’
Deliveries. The Funds shall transfer or cause to be transferred the Shares to the Transfer Agent on behalf of the Company.


 


(b)              Company’s
Deliveries. The Company shall deliver or cause to be delivered to the Funds the Purchase Price by wire transfer of immediately available
funds to one or more accounts designated by the Seller.


 


4.              Company
Representations. In repurchasing the Shares, the Company acknowledges, represents and warrants to the Seller that:


 


(a)              Organization.
The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Seller
has full and adequate right, power, capacity and authority to enter into, execute, deliver and perform this Agreement.


 


(b)              Authorization.
This Agreement has been duly authorized by the Company by vote of the Company’s disinterested directors, has been duly executed
and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms.


 


(c)              Brokerage.
No broker’s or similar fee is payable by the Company or any of its affiliates in connection with the repurchase of the Shares hereunder.


 


(d)              No
Violation. The repurchase of the Shares by the Company and the Tender Offer will not conflict with, result in a breach or violation
of, or constitute a default under, any (i) law applicable to the Company or any of its subsidiaries, (ii) the certificate of
incorporation or bylaws of the Company or (iii) the terms of any indenture or other agreement or instrument to which the Company
or any of its subsidiaries is a party or bound, or any judgment, order or decree applicable to the Company or any of its subsidiaries
of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or such subsidiary,
except, in the case of (i) and (iii), as would not reasonably be expected to result in a material adverse effect on the Company’s
ability to consummate the transactions contemplated hereby.


 






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(e)              No
Consent. No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation
by the Company of the repurchase of the Shares hereunder.


 


(f)               No
Other Representations or Warranties. Except for the express representations and warranties of the Seller contained in this Agreement,
neither the Seller, nor any of its affiliates, attorneys, accountants or financial and other advisors, has made any representations or
warranties to the Company.


 


5.              Seller
Representations. Each of the Seller and the Funds acknowledges, represents and warrants to the Company that:


 


(a)              Organization.
Such entity is a corporation, limited partnership or company, as applicable, validly existing under the laws of its jurisdiction of organization.
Such entity has full and adequate right, power, capacity and authority to enter into, execute, deliver and perform this Agreement.


 


(b)              Authorization.
This Agreement has been duly authorized, executed and delivered by such entity and constitutes the legal, valid and binding obligation
of such entity, enforceable against it in accordance with its terms.


 


(c)              Ownership
of Shares. As of the date hereof, the Funds are the beneficial owners of the shares of the Company’s Common Stock set forth
on Schedule I, and upon the Closing will transfer to the Company, good and transferable title to the Shares, free and clear of
any liens, claims, security interests, restrictions, options or other encumbrances of any kind, other than in favor of the Company under
this Agreement. Neither the Seller nor the Funds have not granted any option of any sort with respect to the Shares or any right to acquire
the Shares or any interest therein other than to the Company under this Agreement. The Seller represents that, to its knowledge, no person
affiliated with it beneficially owns shares of capital stock of the Company, other than the shares listed on Schedule I.


 


(d)              No
Violation. The transfer of the Shares by the Funds will not conflict with, result in a breach or violation of, or constitute a default
under, any (i) law applicable to the Seller or the Funds, (ii) the certificate of incorporation, bylaws or similar governing
documents of the Seller or the Funds, or (iii) the terms of any indenture or other agreement or instrument to which the Seller or
the Funds is a party or bound, or any judgment, order or decree applicable to the Seller or the Funds of any court, regulatory body, administrative
agency, governmental body or arbitrator having jurisdiction over the Seller or the Funds, except, in the case of (i) and (iii), as
would not reasonably be expected to result in a material adverse effect on the Seller’s or the Funds’ ability to consummate
the transactions contemplated hereby.


 


(e)              No
Consent. No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation
by the Seller or the Funds of the sale of the Shares hereunder.


 






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(f)             Investigation.
The Seller and the Funds have independently investigated and evaluated the value of the Shares and the financial condition and affairs
of the Company. Based upon its independent analysis, the Seller and the Funds reached their own business decision to effect the sale of
the Shares.


 


(g)            Investment
Experience. The Seller and the Funds are sophisticated and capable of understanding and appreciating, and do understand and appreciate,
that future events may occur that will increase the price of the Shares, and that the Seller and the Funds will be deprived of the opportunity
to participate in any gain that might have resulted if the Funds had not transferred the Shares to the Company hereunder.


 


(h)            Brokerage.
No broker’s or similar fee is payable by the Seller, the Funds or any of their affiliates in connection with the transfer of the
Shares hereunder.


 


(i)             No
Manipulation. Neither the Seller nor the Funds have taken, directly or indirectly, any action designed to or that would constitute
or that might reasonably be expected to cause or result in, under the Securities Exchange Act of 1934, as amended or otherwise, stabilization
or manipulation of the price of any security of the Company in connection with the transfer of the Shares.


 


(j)             No
Other Representations or Warranties. Except for the express representations and warranties contained in this Agreement, neither the
Company, nor any of its affiliates, attorneys, accountants or financial and other advisors, has made any representations or warranties
to the Seller or the Funds.


 


6.              Conditions
to the Company’s Obligations.


 


(a)            The
obligations of the Company under Section 2 to purchase the Shares at the Closing from the Funds are subject to the fulfillment
as of the Closing of each of the following conditions unless waived by the Company in accordance with Section 9(h):


 


(i)              Representations
and Warranties. The representations and warranties of the Seller and the Funds contained in Section 5 shall be true and
correct on and as of the date of the Closing with the same effect as though such representations and warranties had been made on and as
of the date of the Closing.


 


(ii)             Performance.
The Seller and the Funds shall have performed and complied in all material respects with all agreements, obligations, and conditions contained
in this Agreement that are required to be performed or complied with by them on or before the Closing.


 


(iii)            Delivery
of Shares. The Seller and the Funds shall have provided evidence satisfactory to the Company that the Shares have been delivered to
the Transfer Agent on behalf of the Company, free and clear of any liens, claims or encumbrances, along with any documents, instruments
or certificates necessary for the valid transfer of the Shares.


 


(iv)            Tender
Offer. The Tender Offer shall have been consummated.


 






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(v)             Further
Assurances. No governmental authority shall have advised or notified the Company that the consummation of the transactions contemplated
hereunder would constitute a material violation of any applicable laws or regulations, which notification or advice shall not have been
withdrawn after the exhaustion of the Company’s good faith efforts to cause such withdrawal.


 


7.              Conditions
to the Seller’s Obligations.


 


(a)            The
obligations of the Funds under Section 2 to sell the Shares at the Closing are subject to the fulfillment as of the Closing
of each of the following conditions unless waived by the Funds in accordance with Section 9(h):


 


(i)              Representations
and Warranties. The representations and warranties of the Company contained in Section 4 shall be true and correct as
of the date of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the
Closing.


 


(ii)             Performance.
The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by it on or before the Closing.


 


(iii)            Tender
Offer. The Tender Offer shall have been consummated.


 


(iv)            Further
Assurances. No governmental authority shall have advised or notified the Seller or the Funds that the consummation of the transactions
contemplated hereunder would constitute a material violation of any applicable laws or regulations, which notification or advice shall
not have been withdrawn after the exhaustion of the Seller’s and the Funds’ good faith efforts to cause such withdrawal.


 


8.              Covenants.


 


(a)            Participation
in Tender Offer. The Seller and the Funds agree that the Funds shall tender at least a number of shares of its Common Stock pursuant
to the Tender Offer in an amount equal to (i) the shares of the Company’s Common Stock set forth opposite the Funds’
names on Schedule I, multiplied by (ii) (x) the aggregate number of shares of Common Stock subject to the Tender
Offer, divided by (y) the total number of shares of Common Stock outstanding as of the commencement of the Tender Offer.


 


(b)            No
Sale or Purchase of Common Stock. Except as contemplated hereunder, from the date of the expiration of the Tender Offer until the
Closing, subject to earlier termination of this Agreement pursuant to Section 9(a) hereof, each of the Seller and the
Funds agrees that it will not, directly or indirectly, sell or purchase any shares of Common Stock.


 


(c)            Withholding.
The Purchase Price shall be paid free and clear of any and all U.S. federal, state, local or foreign income or withholding taxes.


 






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9.              Miscellaneous.


 


(a)            Termination.
The Seller may terminate this Agreement if the purchase of shares of Common Stock by the Company pursuant to the Tender Offer is not consummated
by December 31, 2021. The Company may terminate this Agreement if the purchase of shares of Common Stock pursuant to the Tender Offer
is not consummated by December 31, 2022. Upon termination of this Agreement pursuant to this Section 9(a), none of the
parties hereto shall have any liability hereunder.


 


(b)            Adjustments.
Wherever a particular number is specified herein, including, without limitation, number of shares or price per share, such number shall
be adjusted to reflect any stock dividends, stock-splits, reverse stock-splits, combinations or other reclassifications of stock or any
similar transactions and appropriate adjustments shall be made with respect to the relevant provisions of this Agreement so as to fairly
and equitably preserve, as far as practicable, the original rights and obligations of the Company and the Seller and the Funds under this
Agreement.


 


(c)            Entire
Agreement. This Agreement contains the entire agreement between the parties hereto and their affiliates with respect to the subject
matter of this Agreement and supersedes any and all prior or contemporaneous agreements related to the subject matter hereof. This Agreement
is executed without reliance upon any promise, warranty or representation by any party or any of its affiliates or any representative
of any party or any of its affiliates other than those expressly contained herein. The respective agreements, representations, warranties
and other statements of the Company, the Seller and the Funds, as set forth in this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Company, the Seller or the Funds
or any of their respective officers, directors or affiliates, and shall survive delivery of and payment for the Shares. This Agreement
may not be assigned by the Seller or the Funds without the written consent of the Company or by the Company without the written consent
of the Seller, and any such assignment without such written consent shall be void.


 


(d)            Amendment.
This Agreement may be amended only by written agreement between the parties hereto; provided, however, that the Seller may amend
Schedule I as necessary to account for any changes in ownership of the shares of Common Stock held by the Seller, the Funds or
their affiliates.


 


(e)            Further
Assurances. Each party agrees to execute any additional documents and to take any further action as may be necessary or desirable
in order to implement the transactions contemplated by this agreement.


 


(f)             Governing
Law. This Agreement and any related disputes shall be governed by the laws of the State of New York, without regard to conflicts of
law provisions.


 


(g)            Delays
or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party upon any breach
or default of any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver
of any such breach or default, or any acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver
of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed
that any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement, or any waiver of
any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in
writing, and that all remedies, either under this Agreement, by law or otherwise, shall be cumulative and not alternative.


 






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(h)            Counterparts.
This Agreement may be executed in one or more counterparts, each of which constitutes an original and is admissible in evidence, and all
of which constitute one and the same agreement.


 


(i)             Expenses.
Each party shall bear its own expenses incurred in connection with this Agreement and the consummation of the transactions contemplated
hereby.


 


[Remainder of Page Intentionally Left Blank]


 






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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first set forth above.


 


	BrightSphere Investment Group Inc.	 
	 	 
	 	 
	By: 	/s/ Richard
    Hart	 
	Name: Richard Hart	 
	Title: Chief Legal Officer	 
	 	 
	Paulson & Co. Inc.	 
	 	 
	 	 
	By: 	/s/ Michael Waldorf	 
	Name: Michael Waldorf	 
	Title: Authorized Signatory	 
	 	 
	Paulson Partners L.P.	 
	 	 
	 	 
	By: 	/s/ Michael Waldorf	 
	Name: Michael Waldorf	 
	Title: Authorized Signatory	 
	 	 
	Paulson Enhanced Ltd.	 
	 	 
	 	 
	By: 	/s/ Michael Waldorf	 
	Name: Michael Waldorf	 
	Title: Authorized Signatory	 



 






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SCHEDULE I


 


	Owner of Record	Number of Shares
	Paulson Partners L.P.	16,592,876
	Paulson Enhanced Ltd.	3,407,676