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

On May 23, 2015, Charter Communications, Inc. agreed to acquire video, high-speed data and voice services provider Time Warner Cable Inc. in a cash-and-stock election transaction valued at $78.7 billion at signing, including net debt assumed, or $56.7 billion in equity value. TWC stockholders may elect to receive $100.00 per share in cash and common stock of a newly created subsidiary of Charter (New Charter) equal to 0.5409 Charter Class A common shares, or $115.00 per share in cash and New Charter common stock equal to 0.4562 Charter Class A common shares, except for Liberty Broadband Corporation and Liberty Interactive Corporation, who will receive all stock. Each share of Charter Class A common stock will be exchanged for 0.9042 New Charter common shares. Through a series of mergers, TWC and Charter will become wholly owned subsidiaries of New Charter. TWC must pay a break-up fee of $2 billion (2.54% of the total deal value or 3.53% of the equity value) if the merger agreement is terminated under certain circumstances, including if TWC changes its recommendation or materially breaches the no-shop in a way that produces an acquisition proposal that is reasonably likely to materially interfere with or delay the closing of the merger. Charter must pay a reverse break-up fee if the merger agreement is terminated under reciprocal circumstances, but the reverse break-up fee will be $1 billion (1.27% of the total deal value or 1.76% of the equity value). The agreement also provides for a rare bifurcated reverse break-up fee for regulatory failure. Charter must pay a reverse break-up fee of either $2 billion if the merger agreement is terminated for failure of the parties to receive the required antitrust or FCC approvals for the merger, or $1 billion if an applicable law or injunction prohibits the merger where antitrust and FCC approvals have been obtained. In all instances, no reverse break-up fee is payable if TWC, rather than Charter, terminates the merger agreement because of the imposition of a "burdensome condition" by any governmental law or order.

In connection with the TWC merger agreement, Charter and Advance/Newhouse Partnership (a parent of Bright House Networks, LLC) amended their March 31, 2015 contribution agreement to provide for Charter to acquire Bright House Networks for $10.4 billion. As amended, that agreement provides for Charter and Advance/Newhouse to form a new partnership. New Charter, which will include TWC, will contribute substantially all of its assets into the partnership, and Advance/Newhouse will contribute all of Bright House's assets into the partnership. The Advance/Newhouse transaction is subject to several conditions, including closing of the Charter/TWC merger (subject to certain exceptions if TWC enters into another sale transaction) and a separate vote on the Liberty transactions (described below), and is expected to close contemporaneously with the TWC merger. As a result, New Charter will own 86%-87% of the partnership and Advance/Newhouse will own 13%-14%, depending on TWC stockholders' elections in the merger. Also on May 23, 2015, Charter and Liberty Broadband Corporation entered into an investment agreement under which Liberty Broadband agreed to purchase, on closing of the merger, $4.3 billion of newly issued shares of New Charter. Liberty Broadband will also purchase, on closing of the Charter/Advance/Newhouse transaction, $700 million of newly issued shares of New Charter. On closing of the merger and the Charter/Advance/Newhouse transactions, and depending on the outcome of the cash election in the merger, TWC stockholders, excluding Liberty Broadband and its affiliates, are expected to own 40%-44% of New Charter, Advance/Newhouse is expected to own 13%-14% and Liberty Broadband is expected to own 19%-20%.

On May 28, 2015, Avago Technologies Limited agreed to acquire semiconductor company Broadcom Corporation in a cash-or-stock election transaction valued at $37 billion at signing. Broadcom stockholders may elect to receive cash, ordinary shares of Avago's newly formed holding company (Holdco) or restricted equity in the form of Holdco restricted ordinary shares (if a tax ruling from the IRS is received) or limited partnership units of a subsidiary of Holdco (if no tax ruling is received), subject to proration such that the merger consideration will consist of approximately $17 billion in cash and 140 million Holdco ordinary shares (assuming no more than 50% of Avago common stock elects restricted equity). The acquisition will be completed through a series of transactions, the ultimate result of which will be that both Avago and Broadcom will become wholly owned subsidiaries of Holdco and Holdco Subsidiary and their equity will cease to be publicly traded. After closing, Holdco will be renamed Broadcom Limited and will be the sole general partner of Holdco Subsidiary, and Broadcom stockholders will own 32% of the combined company. The merger agreement provides the parties with largely reciprocal rights and obligations, including a standard fiduciary out with matching rights, and a two-tier termination fee structure. Neither party is obligated to close the merger unless (i) in addition to HSR Act approval, the approvals under the Anti-Monopoly Law of the People's Republic of China and the European Union merger control regulations and the approval of the Committee on Foreign Investment in the US (CFIUS) have been obtained and (ii) the High Court of the Republic of Singapore or the Court of Appeal of the Republic of Singapore grants an order sanctioning Avago's scheme of arrangement to take place before the merger.

On May 31, 2015, Intel Corporation agreed to acquire programmable technology solutions provider Altera Corporation in an all-cash transaction valued at $16.7 billion. Altera must pay to Intel a break-up fee of $500 million (2.99% of the deal value) if the merger agreement is terminated under certain circumstances, including if Altera changes its recommendation or enters into a definitive agreement for a superior proposal. Altera must reimburse the expense of Intel up to $60 million if the merger agreement is terminated because Altera fails to obtain stockholder approval or the merger does not close by the drop dead date and all of Altera's closing conditions are satisfied. For its part, Intel must also pay a reverse break-up fee of $500 million if the merger agreement is terminated under certain circumstances relating to the failure to obtain the required approvals for the merger under any antitrust or competition-related laws. Likewise, neither party is obligated to close the merger unless, in addition to the HSR Act approval, certain foreign antitrust or competition-related approvals have been obtained. Payment of the reverse break-up fee relieves Intel from further liability to Altera under the merger agreement, but there is no reciprocal limitation following payment of the break-up fee by Altera.

On May 31, 2015, Apollo Global Management agreed to acquire magnet, battery and specialty chemical company OM Group, Inc. in an all-cash transaction valued at $1 billion. After the merger, Platform Specialty Products Corporation will acquire OM Group's Electronic Chemicals and Photomasks businesses from Apollo in two separate transactions for total cash consideration of $365 million, leaving Apollo owning OM Group's Magnetic Technologies, Battery Technologies and Advanced Organics businesses. The merger agreement provides OM Group with a 35-day go-shop period to solicit competing proposals, and contains a two-tier break-up fee structure that turns on the acceptance of a superior proposal with an excluded party or a third party that did not make a proposal during the go-shop period. The lower fee will be $18.3 million (1.83% of the deal value). The higher fee of $36.575 million (3.66% of the deal value) is payable if the merger agreement is terminated under certain other circumstances, including if OM Group changes its recommendation. For their part, the buyers must pay a reverse break-up fee of $62.7 million (6.27% of the deal value) if the buyers fail to close the merger when required, including due to the failure to obtain debt financing under certain circumstances, or materially breach the merger agreement under certain circumstances. If the parties do not receive the required regulatory approvals, the buyers must reimburse OM Group's expenses up to $7.5 million, unless the parties fail to obtain clearance with respect to China, in which case the expense reimbursement is reduced to up to $3.5 million. The buyer parties' liability for the fee is several and not joint and several, with Apollo responsible for 72% of the fee and Platform responsible for 28%. Similarly, the merger agreement's definition of material adverse effect (MAE) specifically states that only Platform may assert that an MAE has occurred with respect to the carved-out businesses and that only Apollo may asset that an MAE has occurred with respect to the remaining businesses it will retain. The definition of MAE also specifically excludes any change or event to the extent reasonably foreseeable and directly resulting from any labor dispute involving OM Group's high-end magnetic materials and applied products business at the Hanau German Facility that is a direct result of the repositioning currently in process there. On the same date of the merger agreement, OM Group's board of directors amended its bylaws to include an exclusive Delaware forum selection provision.

On June 1, 2015, GameStop Corp. agreed to acquire online retailer Geeknet, Inc., the parent company of ThinkGeek and ThinkGeek Solutions, in an all-cash tender offer valued at $140 million, including $37 million of cash and cash equivalents as of March 31, 2015. The agreement is a successful topping bid of Hot Topic, Inc.'s May 25, 2015 agreement to acquire Geeknet for $122 million in cash, triggering payment of a $3,661,461 break-up fee to Hot Topic by Geeknet. Under its merger agreement, GameStop agreed to reimburse Geeknet for the full amount of the Hot Topic break-up fee. Like the terminated Hot Topic transaction, the parties elected to complete the merger under Section 251(h) of the DGCL, which eliminates the stockholder-approval requirement.

On June 3, 2015, OPKO Health, Inc. agreed to acquire diagnostic laboratories operator Bio-Reference Laboratories, Inc. in an all-stock transaction valued at approximately $1.47 billion at signing. The merger agreement provides for a unique tiered break-up fee structure based on the cause of termination. Bio-Reference must pay to OPKO a break-up fee of $54 million (3.67% of the deal value) if the merger agreement is terminated under certain circumstances relating to superior proposals. If, however, the merger agreement is terminated because Bio-Reference changes its recommendation for the merger in response to an intervening event (as defined in the merger agreement), the break-up fee will be $40.5 million (2.76% of the deal value). If OPKO receives the $40.5 million break-up fee under the circumstances described above, and within 12 months after termination, Bio-Reference enters into or closes a "tail transaction" (as defined in the merger agreement), then Bio-Reference must pay to OPKO the additional $13.5 million for a total of $54 million.

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