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

On July 20, 2015, SunEdison, Inc. agreed to acquire residential distributed solar energy provider Vivint Solar, Inc. in a cash-and-equity transaction valued at approximately $2.2 billion at signing. In connection with the merger, SunEdison agreed to sell Vivant's rooftop solar portfolio to TerraForm Power, Inc. for $922 million. The merger consideration will consist of $9.89 per share in cash, $3.31 per share in SunEdison common stock and $3.30 per share in principal amount of 5-year notes issued by SunEdison and convertible into its common stock, for a total of $16.50 per share of Vivint's common stock. The conversion price for the convertible notes will be 140% of SunEdison's average stock price at closing (but not above $33.62 or lower than $27.51), and the convertible notes will bear interest at a rate of 2.25% per year, payable semi-annually in arrears in cash. Vivint is not obligated to close the merger unless SunEdison has delivered the indenture related to the issuance of the convertible notes issuable as merger consideration. Vivint must pay a break-up fee of $62 million (2.82% of the total deal value) if the merger agreement is terminated under certain circumstances, including if Vivint changes its recommendation or enters into a definitive agreement for a superior proposal within a certain timeframe. This timeframe is related to the delivery of a voting agreement by 313 Acquisition LLC, which owns approximately 77% of Vivint common stock, as well as SunEdison's matching rights period. SunEdison is not obligated to pay a reverse break-up fee under any circumstances, even though Vivint may terminate the merger agreement for SunEdison's failure to close the merger when required. In any case, liability for Willful Breach (as defined in the merger agreement) survives termination of the merger agreement.

On July 20, 2015, Gaming and Leisure Properties, Inc. agreed to acquire gaming entertainment properties operator Pinnacle Entertainment, Inc. in an all-stock transaction valued at approximately $4.72 billion at signing. The deal is structured as a Morris Trust transaction in which, immediately before the merger, Pinnacle will spin off to its stockholders its operating business and the real property of Belterra Park Gaming & Entertainment into a newly formed separately publicly traded company (OpCo). Pinnacle's remaining real property assets will be acquired by Gaming and Leisure. As merger consideration, Pinnacle stockholder will receive 0.85 shares of Gaming and Leisure stock for each share of Pinnacle they own. On closing of the merger, Pinnacle stockholders will own 27% of Gaming and Leisure. Pinnacle must pay a break-up fee of $60 million (1.27% of the total deal value) to Gaming and Leisure, subject to certain REIT-related adjustments, if the merger agreement is terminated under certain circumstances, including if Pinnacle changes its recommendation or enters into a "tail transaction" within 12 months of the merger agreement being terminated under certain circumstances. Gaming and Leisure must pay a reverse break-up fee of $150 million (3.18% of the total deal value) to Pinnacle if the merger agreement is terminated under certain circumstances relating to failure to obtain the required gaming or antitrust approvals, unless the primary cause of the termination was an "adverse suitability" finding under applicable gaming laws with respect to the business of OpCo. The closing of the merger is conditioned on all of the required gaming approvals being obtained and the spin-off being completed.

On July 21, 2015, St. Jude Medical, Inc. agreed to acquire advanced heart failure therapies provider Thoratec Corporation in an all-cash transaction valued at $3.4 billion, net of cash acquired. St. Jude Medical intends to finance the acquisition with new debt financing and senior unsecured notes. The merger agreement provides Thoratec with a 30-day go-shop period to solicit competing proposals, as well as a two-tiered break-up fee with a substantial difference in amount between the two fees. A lower fee of $29.5 million (0.87% of the total deal value) is payable if the merger agreement is terminated by Thoratec within 20 days after the end of the go-shop period to enter into a superior proposal with a third party that submitted a proposal during the go-shop period. A higher fee of $110.5 million (3.25% of the total deal value) is payable if the merger agreement is terminated under certain other circumstances, including if Thoratec changes its recommendation for the merger or enters into a superior proposal after the specified cut-off date. St. Jude is not obligated to pay a reverse break-up fee under any circumstances. Liability or damage resulting from a willful and material breach survives termination of the merger agreement. On the same day as the signing of the merger agreement, Thoratec's board of directors amended the company's bylaws to include an exclusive California forum selection provision.

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