Four agreements for US public company acquisitions with a deal value of $100 million or more were filed this past week.

On November 15, 2015, Marriott International, Inc. agreed to acquire hotel company Starwood Hotels & Resorts Worldwide, Inc. in a cash-and-stock transaction valued at $12.2 billion at signing (of which $11.9 billion is attributable to the stock portion of the consideration). On closing, Starwood stockholders will own approximately 37% of the combined company's common stock on a fully diluted basis. Starwood stockholders will separately receive consideration from the spin-off of Starwood's timeshare business and subsequent merger with Interval Leisure Group, Inc., which is valued at approximately $1.3 billion to Starwood stockholders and is expected to close before the closing of the merger with Marriott. The Marriott merger agreement provides the parties with largely reciprocal rights and obligations, including a no-shop with fiduciary outs and matching rights, as well as termination rights, fees and triggers. Either Starwood or Marriott must pay a termination fee of $400 million (3.28% of the deal value) if the merger agreement is terminated under certain circumstances, including if that party changes its recommendation for the merger or enters into a definitive agreement for a superior proposal. Neither party is obligated to close the merger until the spin-off of Starwood's timeshare business has been completed. The merger agreement is governed by Delaware law, except to the extent Maryland law is mandatorily applicable to the merger. On the same day as signing of the merger agreement, Starwood's board of directors amended its bylaws to include an exclusive Maryland forum selection provision.

On November 17, 2015, L'Air Liquide, S.A. (Air Liquide) agreed to acquire industrial gases and associated products and services supplier Airgas, Inc. in an all-cash transaction paying $143 per share for a total enterprise value of $13.4 billion on a fully diluted basis. Neither party is obligated to close the merger unless, in addition to obtaining HSR Act approval, the merger is approved by the Committee on Foreign Investment in the US. Airgas must pay a break-up to Air Liquide of $400 million (2.99% of the deal value) if the merger agreement is terminated under certain circumstances, including if Airgas changes its recommendation or enters into a definitive agreement for a superior proposal. Air Liquide must pay to Airgas a reverse break-up fee in the same amount if the merger agreement is terminated because the parties fail to obtain antitrust approval for the merger. Certain stockholders of Airgas, who collectively beneficially own 9.43% of Airgas common stock, entered into a voting and support agreement. The transaction comes five years after the board of Airgas successfully defended against a hostile bid from Air Products & Chemicals Inc. that topped out at $70 per share.

On November 18, 2015, ON Semiconductor Corporation agreed to acquire semiconductor company Fairchild Semiconductor International Inc. in an all-cash tender offer valued at approximately $2.4 billion. The parties elected to complete the merger under Section 251(h) of the DGCL, which eliminates the stockholder-approval requirement. If the transaction does not satisfy the requirements of Section 251(h), stockholder approval in accordance with the DGCL and Fairchild's governing documents is required, except if at least 90% of Fairchild's common stock is acquired in the tender offer. The merger agreement contains covenants for holding a stockholder meeting should the tender offer not qualify for Section 251(h), but the agreement does not contemplate any top-up option. Under the merger agreement, Fairchild must pay to ON a break-up fee of $72 million (3.00% of the deal value) if the merger agreement is terminated under certain circumstances, including if Fairchild changes its recommendation, enters into a definitive agreement for a superior proposal or closes a "tail transaction" within 12 months of the merger agreement being terminated under certain circumstances. For its part, ON is subject to a two tier reverse break-up fee under which ON must pay to Fairchild $180 million (7.50% of the deal value) if the merger agreement is terminated for failure to obtain regulatory or antitrust approval, or $215 million (8.96% of the deal value) if the merger agreement is terminated because ON fails to accept the shares tendered in the tender offer or fails to obtain the required debt financing. On November 15, 2015, Fairchild's board of directors amended its bylaws to include an exclusive Delaware forum selection provision.

On November 18, 2015, TransDigm Group Incorporated agreed to acquire designer and manufacturer of military and civilian aircraft lifting and pulling devices Breeze-Eastern Corporation in an all-cash tender offer valued at approximately $206 million. The parties elected to complete the merger under Section 251(h) of the DGCL. Under the merger agreement, Breeze-Eastern has a 40 day go-shop period to solicit competing proposals, as well as a two-tier break-up fee—$5 million (2.43% of the deal value) and $7 million (3.40% of the deal value)—that turns on acceptance of a superior proposal from an excluded party during the go-shop period. In connection with the merger, TransDigm entered into tender and support agreements with stockholders of Breeze-Eastern affiliated with Tinicum Incorporated and Wynnefield Capital, Inc. under which the stockholders agreed to tender all Breeze-Eastern common stock they owned.

For additional public merger agreement summaries, see What's Market.