Published on 12 Sep 2013 • USA (National/Federal) |
Deal Description | Signing Date | Transaction Value at Signing | Reverse Break-up Fee | Conditions for Payment of Fee |
Verizon Communications Inc. acquisition of stock of Vodafone Americas Finance 1 Inc. (the indirect owner all of Vodafone's equity interests in Cellco Partnership d/b/a Verizon Wireless) from Vodafone Group Plc | September 2, 2013 | $130 billion | Variable: $1.55 billion (1.19% of deal value), $4.65 billion (3.58%), $10 billion (7.69%) or an expense reimbursement of up to $1.55 billion. | Verizon pays the $1.55 billion fee if its own stockholders reject the deal. Verizon pays the $4.65 billion fee under circumstances of a change in recommendation for the deal. Verizon pays the $10 billion fee if Vodafone terminates the agreement because the full proceeds of any debt financing are unavailable to Verizon and Vodafone was ready, willing and able to close. The $10 billion fee is the exclusive remedy to Vodafone for financing failure only if it does not result from Verizon's willful and material breach of its financing covenant. Verizon must pay the expense reimbursement if Vodafone terminates the agreement due to a breach by Verizon that causes a failure of a closing condition. |
Pfizer Inc. acquisition of Wyeth via merger | January 25, 2009 | $68 billion | $4.5 billion (6.62% of deal value) | Pfizer pays the fee if all conditions (other than the financing condition) to the merger agreement are satisfied and Pfizer fails to close within the specified period. |
AT&T Inc. acquisition of stock of T-Mobile USA, Inc. from Deutsche Telekom AG | March 20, 2011 | $39 billion | $3 billion cash (7.69% of deal value), plus an obligation to enter into a roaming agreement and transfer certain wireless spectrum. | AT&T pays the fee and carries out the other obligations if either:
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Merck & Co., Inc. acquisition of Schering-Plough Corporation via merger | March 8, 2009 | $41.1 billion | Variable: $1.25 billion (3.04% of deal value) or $2.5 billion (6.08%) and an expense reimbursement of up to $150 million. | Merck pays the $1.25 billion fee and expense reimbursement under circumstances of a recommendation change and competing acquisition proposal. Merck pays the $2.5 billion fee and expense reimbursement if it fails to close due to a financing failure. Merck pays the expense reimbursement alone when it is not otherwise payable and Merck has breached, failed to close by the drop dead date or failed to obtain stockholder approval. |
Google Inc. acquisition of Motorola Mobility Holdings, Inc. via merger | August 15, 2011 | $12.5 billion | $2.5 billion (25% of deal value) | Google pays the fee if the merger agreement is terminated because a restraining order is issued on the basis of antitrust law or the merger does not close by the drop dead date when any antitrust-related closing condition has not been satisfied. |
Berkshire Hathaway and 3G Capital acquisition of H.J. Heinz Company via merger | February 13, 2013 | $28 billion, including the assumption of debt | $1.4 billion (5.00% of deal value) | The buyers pay the fee if they fail to close when the closing conditions have been satisfied. If the failure to close is due to a financing failure, the buyers first have four months to litigate against the lenders. |
Mars, Incorporated acquisition of Wm. Wrigley Jr. Company via merger | April 28, 2008 | $23 billion | $1 billion (4.35% of deal value) | Mars pays the fee if its breach causes a failure of a closing condition, if it fails to close the merger by the end of the marketing period when other closing conditions have been satisfied, or if the drop dead date passes and certain closing conditions, including antitrust approval, have not been satisfied. |
Exelon Corporation acquisition of Constellation Energy Group, Inc. via merger | April 28, 2011 | $7.9 billion | $800 million (10.13% of deal value) | Exelon pays the fee under circumstances involving a recommendation change and competing acquisition proposal. |
Equity Residential and AvalonBay Communities, Inc. acquisition of portfolio of apartment properties from Archstone Enterprise LP | November 26, 2012 | $16 billion, including the assumption of $9.5 billion of debt | $650 million (4.06% of deal value), increasing to $800 million (5.00%) if the initial closing does not occur by an initial 60-day extension of the initial closing date. | The buyers pay the fee for failure to close or a breach that causes failure of a closing condition. |
The Dow Chemical Company acquisition of Rohm and Haas Company via merger | July 10, 2008 | $15.3 billion | $750 million (4.90% of deal value) | The Dow Chemical Company pays the fee if the merger does not close before the drop dead date or a regulatory injunction prohibits the transaction once the other closing conditions have been met. |
IntercontinentalExchange, Inc. acquisition of NYSE Euronext via merger | December 20, 2012 (amended and restated on March 19, 2013) | $8.2 billion | Variable: $100 million (1.22% of deal value), $300 million (3.66%), $450 million (5.49%) or $750 million (9.15%). | ICE pays the $100 million fee if it fails to obtain its own stockholder approval and no other reverse break-up fee is then payable. Unless the $750 million reverse break-up fee is payable, ICE pays the $300 million fee, less any of the $100 million fee previously paid or payable, under circumstances involving a recommendation change and competing acquisition proposal. ICE pays the $450 million reverse if it makes a recommendation change to its stockholders in response to an intervening event. ICE pays the $750 million fee if there is a failure to obtain required antitrust clearances or regulatory approval and the merger does not close by the drop dead date, there is a final, non-appealable order permanently restraining the merger or ICE's willful and material failure to perform any of its covenants or agreements is the primary cause of the failure to obtain required antitrust clearances or regulatory approval. |