Fairchild CEO, Phoenix FA Holdings announce stockholders agreement

By Lisa Kerner

Charlotte, N.C., Sept. 11 - Fairchild Corp. shareholders Jeffrey Steiner, his family and Phoenix FA Holdings LLC entered into a stockholders agreement, formalizing plans to work together on a restructuring of the company.

Steiner is Fairchild's chief executive officer and former long-time chairman of the Dulles, Va.-based precision fastening systems manufacturer.

Under the agreement, Phoenix and the Steiner family will vote for each other's representatives to the Fairchild board of directors. In addition, the parties also agree to vote their shares together on any proposal submitted to the company's shareholders, according to a company news release.

The agreement also provides the Steiner family with a one-year option to purchase up to 20% of all company shares owned by Phoenix.

Fairchild said the strike price for the option is equal to Phoenix's purchase cost, including expenses, plus interest at the prime rate.

"I have enjoyed a long standing relationship with the principals of Phoenix and believe that by joining our team, new opportunities for stabilization and growth will become available to Fairchild," Steiner said in the release.

In December 2007, Phoenix purchased of 4,701,080 shares of Fairchild's class A common stock in a tender offer for total ownership of approximately 6.95 million shares.

The Steiner family owns 3,973,960 shares of class A common stock and 2,593,996 shares of class B common stock.

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