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

On August 18, 2015, Seagate Technology plc agreed to acquire software and hardware storage systems manufacturer Dot Hill Systems Corp. in an all-cash tender offer valued at approximately $694 million in equity value. The parties elected to complete the merger under Section 251(h) of the DGCL, which eliminates the stockholder-approval requirement. The merger agreement contains an expanded MAE definition, in which any event that is, or is reasonably likely to result in, an enforcement action by the SEC against Dot Hill, a restatement of any of Dot Hill's public financial statements or the inability of Dot Hill to timely deregister from its public reporting obligations, is considered a material adverse effect on Dot Hill. Moreover, the carve-outs in the MAE definition do not apply to any of these events. Dot Hill must pay Seagate a break-up fee of $27.1 million (4.20% of the deal value) if the merger agreement is terminated under certain circumstances, including if Dot Hill materially breaches its no-shop or fiduciary out covenants.

On August 23, 2015, The Southern Company agreed to acquire energy services holding company AGL Resources Inc. in an all-cash transaction valued at approximately $12 billion, or approximately $8 billion in equity value. AGL Resources must pay a break-up fee of $201 million (2.51% of the equity value) if the merger agreement is terminated under certain circumstances, including if AGL Resources changes its recommendation for the merger or enters into an agreement for a superior proposal. If AGL Resources fails to obtain stockholder approval, it must reimburse The Southern Company its transaction-related expenses up to $5 million. Payment of the break-up fee is The Southern Company's sole and exclusive post-termination remedy, except in the case of AGL Resources' willful and material breach of its no-shop or its stockholder-meeting covenant, resulting in a failure to hold or complete the stockholder meeting or a failure to file or mail the proxy statement. The expense reimbursement is The Southern Company's sole and exclusive remedy, except if the break-up fee becomes payable and except in the case of AGL Resources' material breach of the merger agreement.

On August 23, 2015, Sycamore Partners agreed to acquire fashion department store company Belk, Inc. in an all-cash transaction valued at $3.0 billion. Sycamore Partners is obligated to pay a reverse break-up fee of $165 million (5.5% of the deal value) if the merger agreement is terminated because of Sycamore Partners' material breach causing a failure of a closing condition or if Sycamore Partners otherwise fails to close the merger when required. On the same day as the signing of the merger agreement, Belk's board amended its bylaws to include an exclusive Delaware forum selection provision.

On August 25, 2015, Schlumberger Holdings Corporation agreed to acquire drilling and supplies maintenance equipment provider Cameron International Corporation in a cash-and-stock transaction valued at $14.8 billion at signing. For each of their shares, Cameron International stockholders will receive $14.44 in cash and 0.716 shares of common stock of Schlumberger Limited, the indirect parent of Schlumberger Holdings Corporation. On closing, Cameron International stockholders will own approximately 10% of Schlumberger Limited's outstanding common stock. The closing of the merger is conditioned on receiving clearance from the European Commission declaring the merger compatible with the "common market" (as well as clearance from any European Economic Area member state if also required), in addition to obtaining HSR and other required antitrust approvals. Schlumberger is not subject to any reverse break-up fee in the event of failure to receive regulatory approval, although damages (in addition to a $10 million expense reimbursement) survive for willful and material breach of the merger agreement. On the same day as the signing of the merger agreement, Cameron International's board amended its bylaws to include an exclusive Delaware forum selection provision.

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