A failure to obtain antitrust approvals required for the deal, including under the Hart-Scott-Rodino (HSR) Act.

A governmental authority enjoining the transaction under the antitrust laws.

Loss of customers.

Decline in valuation.

Departure of employees.

All public merger agreements for the acquisition of US reporting companies valued at $100 million or more and entered into since November 1, 2012.

All publicly filed acquisition agreements entered into since June 1, 2012, valued at $25 million and involving the acquisition of:

The size of the fees.

The antitrust triggers for the fees.

Deals with tiered fees, in which different fee amounts are payable under different circumstances, all having to do with antitrust approval.

Deals with both an antitrust and non-antitrust triggered fee.

The interaction of the fees with other risk-shifting provisions in the agreement.

Extensions to the drop-dead date for antitrust reasons in deals with fees.

The industries in which the deals with antitrust-triggered fees are found.

Fourteen were set at 6% of the deal value or higher, including ten public deals and four private deals. Of those fees, eight were more than 7%, including in two private deals and six public deals.

Thirteen were set between 4% and 6% of the deal value, including seven public deals and six private deals.

Nine were set at 3% to 4% of the deal value, including seven public deals and two private deals.

Ten were set at less than 3% of the deal value, including three public deals and seven private deals.

Novelis Inc./Aleris Corporation. This deal is counted twice in the $1 billion to $5 billion category, as one fee of less than 3% and one fee of between 4% and 6%.

Charles River Laboratories International, Inc./ACP Mountain Holdings, Inc. This deal is counted twice in the $500 million up to $1 billion category, as two fees of 6% or more.

Novartis AG/AveXis, Inc. This deal is counted four times in the $5 billion or more category, as one fee of between 4% and 6% and three fees of 6% or more.

Laborie Medical Technologies/Cogentix Medical, Inc. This deal is counted twice in the $100 million to $500 million category, as one fee of between 4% and 6% and one fee of 6% or more.

Zoetis Inc./Abaxis, Inc. This deal is counted twice in the $1 billion up to $5 billion category, as one fee of between 3% and 4% and one fee of 6% or more.

The Cigna Corporation/Express Scripts Holding Company deal, with a fee of $2.1 billion.

The Celgene Corporation/Juno Therapeutics, Inc. deal, with a fee of $600 million.

The Nestlé S.A./Starbucks Corporation private deal, with a fee of 75.76%.

The Vintage Capital Management, LLC/Rent-A-Center, Inc. public deal, with a fee of 9.27%.

In 2017, a total of eight (20%) out of the year's 40 reverse break-up fees payable for antitrust failure.

In 2016, a total of nine (23%) out of the year's 40 reverse break-up fees payable for antitrust failure.

Seven deals were valued at $5 billion or more. The column reflects ten data points because one deal had four relevant fees: the Novartis AG/AveXis, Inc. deal had one fee between 4% and 6% of deal value and three fees at 6% or more of deal value.

Eleven deals were valued from $1 billion to $5 billion. The column reflects twelve data points because one deal had two relevant fees: the Zoetis Inc./Abaxis, Inc. deal had one fee between 3% and 4% of deal value one fee of 6% or more of deal value.

Three deals were valued from $500 million to $1 billion.

One deal was valued from $100 million to $500 million. The column reflects two data points because one deal had two relevant fees: the Laborie Medical Technologies/Cogentix Medical, Inc. deal had one fee between 4% and 6% of deal value and one fee of 6% or more of deal value.

Deal was the Cigna Corporation/Express Scripts Holding Company deal, with a deal value of $67 billion.

Fee by dollar value was the $2.1 billion fee payable in the Cigna Corporation/Express Scripts Holding Company deal.

Fee payable by percentage of deal value was 9.27% in The Vintage Capital Management, LLC/Rent-A-Center, Inc. deal.

In 2017, two (approximately 15%) of the 13 fees were priced at 6% or more of the deal's value.

In 2016, three (approximately 21%) of the 14 fees were priced at 6% or more.

In 2017, four of the seven fees (57%) in those categories were at least 4% of deal's value.

In 2016, five of the six fees (83%) in those categories were at least 4% of the deal's value.

Ten deals were valued at $1 billion or more, two of which were valued at greater than $5 billion. The column reflects eleven data points because one deal had two relevant fees: the Novelis Inc./Aleris Corporation deal had one fee of less than 3% of deal value and one fee of between 4% and 6% of deal value.

Two deals were valued from $500 million to $1 billion. The column reflects three data points because one deal had two relevant fees: The Charles River Laboratories International, Inc./ACP Mountain Holdings, Inc. deal had two fees at 6% or more of deal value.

Five deals were valued from $100 million to $500 million.

No deals were valued at less than $100 million.

Deal was Blackstone/Thomson Reuters Corporation valued at $20 billion.

Fee by dollar value was the $350 million fee in the Blackstone/Thomson Reuters Corporation deal.

Fee payable as a percentage of deal value was 75.76% observed in the Nestlé S.A./Starbucks Corporation deal.

In 2017, fees of up to 3% of deal value were observed in the $500 million to $1 billion and the $5 billion or more category.

In 2016, fees of up to 3% of deal value were observed in the $500 million to $1 billion and $1 billion to $5 billion categories.

Services, which includes the provision of print and digital media solutions and multiplatform media and marketplace services to various markets, the provision of office trailers, portable storage units and modular buildings, and the provision of global title insurance and real estate services (eight deals).

Medical devices and healthcare, which includes the sale of sequencing systems to help scientists resolve genetically complex problems, health care plans, the development and sale of portable blood and urine analysis systems, and pharmacy benefit management services (six deals).

Pharmaceuticals and biotechnology, which includes the development of targeted therapies for the treatment of cancer and inflammatory diseases, a gene therapy company developing treatments for genetic diseases, and the provision of comprehensive testing services to biopharmaceutical and medical device companies (four deals).

Food and beverage, including food supply to restaurant chains and retail stores, regional distribution to restaurants and food businesses, and assets exclusively used for distribution of branded products for consumer packaged goods and foodservices (three deals).

Banking and financial services, including providing commercial data, analytics, and insight on businesses, leasing of household durable goods to customers on a rent-to-own basis, and the acquisition of a financial and risk business (three deals).

Chemicals, including a manufacturer and supplier of oils, petrolatums, and waxes, a global chemicals and plastics distributor, and a polyolefin catalysts and components business (three deals).

Computer and electronic equipment fell from nine deals in 2016 to three deals in 2017 and two deals in 2018.

Manufacturing and machinery fell from four deals in 2016 to two in 2017 and two in 2018.

Oil and gas fell from three deals in 2016 and 2017 to no deals in 2018.

Either party terminated the agreement because of a final non-appealable order prohibiting or restraining the closing under an antitrust law (and, in some cases, at the time of termination, the antitrust approval conditions were also not satisfied). This trigger was found in 24 deals or approximately 62% of the time. In 2017, this provision was found in 26 deals or approximately 68% of the time and, in 2016, approximately 88% of the time.

Closing did not occur by the drop-dead date and certain antitrust closing conditions were not satisfied, such as if antitrust approvals were not obtained or an injunction or other order under antitrust laws was issued, and where certain other closing conditions were satisfied or waived. This trigger was found in 37 deals or approximately 95% of the time. In 2017, this provision was found in 35 deals or approximately 92% of the time and, in 2016, approximately 88% of the time.

In Fidelity National Financial, Inc./Stewart Information Services Corporation, the reverse break-up fee was payable if either party terminated the agreement because the merger did not close by the drop-dead date and antitrust approval under the Canadian Competition Act was not obtained if certain other closing conditions were satisfied.

In Novelis Inc./Aleris Corporation, the higher reverse break-up fee was payable including if either party terminated the agreement because the merger did not close by the drop-dead date and approval under European Union Council Regulation (EC) No 139/2004 of 20 January 2004 (as amended) (the EUMR) was not obtained or an order prevented the merger in the EU.

In WillScot Corporation/Modular Space Holdings, Inc. d/b/a ModSpace, the reverse break-up fee was payable if either party terminated the agreement because the merger did not close by the drop-dead date because clearance was not obtained under the Canadian Competition Act (if the merger was subject to Part IX of that Act).

In Quad/Graphics, Inc. and LSC Communications, Inc., the reverse break-up fee was payable if either party terminated the merger agreement because of a final non-appealable order under any non-US antitrust law set out in LSC's disclosure schedule (not publicly disclosed).

In two separate Energizer Holdings, Inc./Spectrum Brands Holdings, Inc. deals (January 2018 and November 2018), the reverse break-up fee was payable if either party terminated the purchase agreement because a final non-appealable order prohibited the acquisition in any non-US jurisdiction set out in Spectrum's disclosure letter (not publicly disclosed).

In Tenneco Inc./Federal-Mogul LLC, the reverse break-up fee was payable if either party terminated the purchase agreement because a final non-appealable order enjoined or prohibited the acquisition under the antitrust law of any material jurisdiction, other than the US, listed on a schedule (not publicly disclosed).

In Novartis AG/Endocyte, Inc., the reverse break-up fee was payable if Novartis terminated the merger agreement because of a final non-appealable law or order that did not result from Endocyte's failure to perform its obligations and required Novartis to divest either party's assets or business (other than those exclusively related to any radioligand therapy product under development by Novartis solely for the treatment of prostate cancer under certain conditions).

In Novartis AG/AveXis, Inc., the reverse break-up fee was payable if either party terminated the merger agreement because the tender offer did not close on or before the drop-dead date and a law or order under antitrust law required Novartis to agree to a burdensome condition, such as an agreement to divest a specific pharmaceutical product candidate or terminate any AveXis joint venture relating to the development of that product candidate.

In Cigna Corporation/Express Scripts Holding Company, the reverse break-up fee was payable if either party terminated the merger agreement because the acquisition did not close by the drop-dead date and the HSR Act approval or other specified governmental approvals required Cigna to take an action or agree to a condition that would or would be reasonably likely to result in a material adverse effect on the parties and their subsidiaries, taken as a whole, after giving effect to the merger, including on expected synergies.

In Workday, Inc./Adaptive Insights, Inc., the reverse break-up fee was payable if either party terminated the merger agreement because the transaction did not close by the drop-dead date and an order or legal restraint limited or restricted Workday's ownership or operation of the acquired business post-merger, including a requirement that Workday divest either party's assets or discontinue any of either party's products or services.

In WillScot Corporation/Modular Space Holdings, Inc. d/b/a ModSpace, the reverse break-up fee was payable if WillScot terminated the merger agreement because of a non-appealable order, divestiture requirement, or other governmental action under US or Canadian antitrust law that would reasonably be expected to have a material adverse effect on the combined business.

In TopBuild Corp./USI Legend Parent, Inc., the reverse break-up fee was payable if TopBuild terminated the merger agreement because the FTC, DOJ, or any other governmental authority imposed an excessive condition, defined on a schedule to the merger agreement but not publicly disclosed.

In CenterPoint Energy, Inc./Vectren Corporation, the reverse break-up fee was payable if either party terminated the merger agreement because the acquisition did not close by the drop-dead date and a law or order imposed conditions or structural or remedial actions relating to any required antitrust approval that would reasonably be expected to have a material adverse effect on either party's and its subsidiaries' financial condition, assets, liabilities, businesses, or results of operations.

In WellCare Health Plans, Inc./Caidan Management Company, LLC, MeridianRx, LLC, and Caidan Holding Company, the reverse break-up fee was payable if either party terminated the merger agreement because the transaction did not close by the drop-dead date and an order or law imposed a condition that would or would reasonably be expected to have a material adverse effect on the assets or results of operations of the targets and their subsidiaries, taken as a whole, or WellCare and its affiliates, taken as a whole.

The US Foods Holding Corp./Amerifresh, Inc., Ameristar Meats, Inc., Food Services of America, Inc., Gampac Express, Inc., and System Services of America, Inc. deal, US Foods was required to pay the reverse break-up fee if the seller, Services Group of America, Inc., terminated the merger agreement because US Foods materially breached its antitrust and other regulatory approvals covenant.

The CenterPoint Energy, Inc./Vectren Corporation deal, CenterPoint was required to pay the reverse break-up fee if Vectren terminated the merger agreement because CenterPoint breached its antitrust and other regulatory approvals efforts obligations, if CenterPoint's other closing conditions were satisfied.

The Charles River Laboratories International, Inc./ACP Mountain Holdings, Inc. deal, Charles River was required to pay the reverse break-up fee if ACP terminated the merger agreement because Charles River breached its antitrust approvals efforts covenant, resulting in the failure of any antitrust-related condition, including the failure to obtain HSR approval, if Charles River's other closing conditions were satisfied.

The Quad/Graphics, Inc./LSC Communications, Inc. deal, Quad/Graphics was required to pay the reverse break-up fee if LSC terminated the merger agreement because Quad/Graphics materially breached its antitrust and other regulatory approvals efforts obligations and any of the antitrust closing conditions were not satisfied, including the condition requiring HSR approval.

The Dominion Energy, Inc./SCANA Corporation deal, Dominion was required to pay the reverse break-up fee if SCANA terminated the merger agreement because Dominion materially breached its antitrust and other regulatory approvals efforts obligations, which caused the failure to satisfy closing conditions relating to regulatory approvals. This included if HSR approval was subject to condition that would reasonably be expected to have a material adverse effect on either party's business, financial condition, assets, liabilities, or results of operations.

The Laborie Medical Technologies/Cogentix Medical, Inc. public merger deal, which had two potential antitrust-related fees of $9.56 million (4% of the deal value) or $14.34 million (6% of the deal value).

The Zoetis Inc./Abaxis, Inc. public merger deal, which had two potential antitrust-related fees of $60 million (3% of the deal value) or $120 million (6% of the deal value).

The Novartis AG/AveXis, Inc. public merger deal, which had four potential antitrust-related fees of $437 million (5.02% of the deal value), $542 million (6.23% of the deal value), $632 million (7.26% of the deal value), or $722 million (8.3% of the deal value).

The Novelis Inc./Aleris Corporation private deal, which had two potential antitrust-related fees of $25 million (0.96% of the deal value) or $150 million (5.77% of the deal value).

The Charles River Laboratories International, Inc./ACP Mountain Holdings, Inc. private deal, which had two potential antitrust-related fees of $48 million (6% of the deal value) or $56 million (7% of the deal value).

A lower antitrust-related reverse break-up fee of $60 million if Zoetis did not exercise its right to extend the drop-dead date and:

A higher antitrust-related reverse break-up fee of $120 million payable for the same reasons as the lower fee, if Zoetis had exercised its right to extend the drop-dead date.

A lower antitrust-related reverse break-up fee of $9.56 million if:

A higher antitrust-related reverse break-up fee of $14.34 million if either:

Within 30 days after the initial drop-dead date, the antitrust-related fee was increased by $105 million (for a total of $542 million or 6.23%).

Between 30 and 60 days after the initial drop-dead date, the antitrust-related fee was increased by $195 million (for a total of $632 million or 7.26%).

After 60 days after the initial drop-dead date, the antitrust-related fee was increased by $285 million (for a total of $722 million or 8.3%).

The tender offer failed to close by the drop-dead date, the condition requiring HSR Act approval without a burdensome requirement (including requiring Novartis to divest a specific pharmaceutical product candidate) or the condition requiring that no law or order relating to antitrust law prevented the transaction or imposed a burdensome condition were not satisfied (and the failure of those conditions was not primarily caused by AveXis' material breach of its antitrust efforts covenant), and certain other tender offer closing conditions were satisfied.

A final non-appealable order under antitrust law permanently prevented or prohibited the tender offer or the merger.

A lower antitrust-related reverse break-up fee of $25 million if:

A higher antitrust-related reverse break-up fee of $150 million payable for the same reasons as the lower fee, but if the failure to obtain a required antitrust approval or order that prevented the merger was under US or EU antitrust laws.

A lower antitrust-related reverse break-up fee of $48 million if Charles River's closing conditions were satisfied and either:

A higher antitrust-related reverse break-up fee of $56 million payable for the same reasons as the lower fee, if the agreement was terminated after Charles River extended the drop-dead date by one month.

A $2.1 billion reverse break-up fee payable for antitrust failure, including if a final non-appealable law or order prohibited the merger under the HSR Act or other specified antitrust laws.

A $1.6 billion reverse break-up fee payable for fiduciary-related concerns, such as if Cigna failed to reject a competing tender offer.

In the Penn National Gaming, Inc./JACK Entertainment LLC deal, the antitrust-related fee was less than either of the two non-antitrust-related reverse break-up fees. In that deal:

In the WellCare Health Plans, Inc./Caidan Management Company, LLC, MeridianRx, LLC deal, the antitrust-related fee of $50 million was half as much as the non-antitrust-related reverse break-up fee of $100 million payable for WellCare's failure to close.

In the WeddingWire, Inc. and XO Group Inc. deal, the antitrust-related fee of $30 million was less than the reverse break-up fee of $50 million payable for WeddingWire's breach or failure to close, where required.

In the Univar Inc./Nexeo Solutions, Inc. deal, the antitrust-related reverse break-up fee of $35 million was about one third the size of the reverse break-up fee of $128 million payable for fiduciary-related concerns, such as if Univar changed its recommendation.

In the W. R. Grace & Co./Albemarle Corporation deal, the antitrust-related reverse break-up fee of $7.25 million was almost one third the size of the $21 million reverse break-up fee payable for W.R. Grace's failure to close, if other conditions were satisfied.

Two deals (5%) had a hell or high water provision, meaning a provision requiring the buyer to take any and all action to obtain antitrust approval, including litigating antitrust issues and making any required divestitures. In 2017, the same percentage of deals had a hell or high-water provision, and in 2016, a slightly higher percentage of deals (11%) had a hell or high water provision (see Figure E).

Twenty-two deals (56%) (down slightly 58% (22 deals) from 2017) had a provision requiring the buyer to litigate antitrust issues with no express limitations, including the two deals containing hell or high water provisions. In eight deals (21%) (up from five deals or 13% in 2017), by contrast, the buyer had no obligation to litigate antitrust issues. In four deals (10%) (down from nine deals or 24% in 2017), the agreement did not specify the buyer's obligation to litigate antitrust issues. In five deals (13%) (up from two deals or 5% in 2017), the agreement provided specific limitations on the buyer's obligation to litigate antitrust issues (see Figure F).

In eleven deals (28%), the buyer had no obligation to make divestitures of either party's assets to resolve antitrust concerns. This number was up from 2017, where there were eight deals with this provision (21%) (see Figure G).

In three deals (8%) the buyer had an unconditional obligation to make divestitures of either party's assets to resolve antitrust issues. Two of those deals contained a hell or high-water clause. In 2017, two deals (5%) had this provision, each of which contained a hell or high water clause (see Figure G).

There were no deals in which the agreement did not specify the buyer's obligation to make divestitures to remedy antitrust issues. In 2017, three deals had this provision (8%) (see Figure G).

Twenty-five deals (64%) had a provision limiting the buyer's obligation to divest either both parties' assets or one party's assets, short of flatly releasing the buyer from any obligation to make any divestitures at all. In 2017 and 2016, a similar percentage of deals had this provision (66% and 67%). Of the 25 deals:

Eleven deals (37%) provided for an extension to the initial drop-dead date of three months or less (see, for example, the Albertsons Companies, Inc./Rite Aid Corporation deal).

Two deals (6.7%) provided for an extension to the drop-dead date of three months or any later date agreed on by the parties (see, for example, the WellCare Health Plans, Inc./Caidan Management Company, LLC, MeridianRx, LLC, and Caidan Holding Company deal).

Ten deals (33%) provided for an extension to the drop-dead date of no more than six months (see, for example, the Cigna Corporation/Express Scripts Holding Company deal).

Two deals (6.7%) provided for an extension to the drop-dead date of at least six months (see, for example, the Novartis AG/Endocyte, Inc. deal).

Three deals (10%) provided for an extension to the drop-dead date of up to one year (see, for example, the Hyland Software, Inc./Allscripts Healthcare Solutions, Inc. deal).

Two deals (6.7%) provided for an extension to the drop-dead date of more than one year (see, for example, the Eldorado Resorts, Inc./Tropicana Entertainment Inc. deal).