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

On June 30, 2015, ACE Limited agreed to acquire property and casualty insurance provider The Chubb Corporation in a cash-and-stock transaction valued at $28.3 billion at singing. On closing, ACE stockholders will own 70% of the combined company and Chubb stockholders will own 30%. Chubb must pay to ACE a break-up fee of $930 million (3.29% of the deal value) if the merger agreement is terminated under certain circumstances, including if Chubb changes its recommendation for the merger or materially breaches the no-shop. Neither party is obligated to close the merger if obtaining any required regulatory approval would result in the imposition of a "Materially Burdensome Regulatory Condition" or restriction that would reasonably be likely to have a material and adverse effect on ACE after giving effect to the merger.

On July 1, 2015, PayPal, Inc. agreed to acquire digital money transfer provider Xoom Corporation in an all-cash transaction valued at $890 million, excluding Xoom's cash and short-term investments and including its debt. PayPal is financing the acquisition with cash on hand. Under the merger agreement, Xoom must pay to PayPal a break-up fee of $29,919,618 million (3.36% of the deal value) if the merger agreement is terminated under certain circumstances, including if Xoom changes its recommendation, materially breaches the no-shop or enters into a definitive agreement for a superior proposal. PayPal is not obligated to close the merger unless all approvals required under antitrust and money transmitter law have been obtained without the imposition of a "Burdensome Condition." PayPal is in the process of being spun off from parent company eBay, Inc.

On July 2, 2015, Centene Corporation agreed to acquire managed health care services provider Health Net, Inc. in a cash-and-stock transaction valued at approximately $6.8 billion at signing, including the assumption of approximately $500 million of debt. On closing, Centene stockholders will own approximately 71% of the combined company and Health Net stockholders will own approximately 29%. The merger agreement provides the parties with largely reciprocal rights and obligations, including a no-shop, fiduciary out and termination rights. The merger agreement also provides for unique multi-tiered break-up fee and reverse break-up fee structures, where different amounts are due depending on the specific circumstances of the termination. The break-up fee amounts are: $63 million (0.93% of the deal value), $188 million (2.76% of the deal value), $229 million (3.37% of the deal value) or $251 million (3.69% of the deal value). The reverse break-up fee amounts are: $101 million (1.49% of the deal value), $250 million (3.68% of the deal value), $302 million (4.44% of the deal value), $367 million (5.40% of the deal value) or $402 million (5.91% of the deal value). The lowest fee, in either case, is payable if that party's stockholders fail to approve the merger. For Centene, the $250 million reverse break-up fee is payable for failure of the parties to obtain antitrust approval under certain circumstances. For Health Net, the $229 million break-up fee is payable under certain other circumstances, including if, in connection with the receipt of a superior proposal, Health Net changes its recommendation or wilfully breaches the no-shop (that fee is reduced to $188 million if the agreement is terminated on or before August 17, 2015), or in connection with entering into or closing a "tail transaction" within nine months of the merger agreement being terminated under certain circumstances after a competing proposal is received. If the merger agreement is terminated for the same reasons when Centene is the breaching party, the reverse break-up fee payable is $367 million (reduced to $302 million if the agreement is terminated on or before August 17, 2015 in connection with a superior proposal). The highest fee, in either case, is payable if that party changes its recommendation in response to an "Intervening Event." Additionally, neither party is obligated to close the merger if the obtaining of any required regulatory approval would impose a "Burdensome Condition" that would or would reasonably be expected to have a material adverse effect on Centene or to materially impair the benefits of the merger reasonably expected to be derived by Centene. No fee, however, is payable in that specific scenario.

On July 2, 2015, Aetna Inc. agreed to acquire health insurance provider Humana Inc. in a cash-and-stock transaction valued at $37 billion at signing. On closing, Aetna stockholders will own approximately 74% of the combined company and Humana stockholders will own approximately 26%. The merger agreement provides the parties with largely reciprocal rights and obligations, including a no-shop, fiduciary out and termination rights. However, Aetna has an additional right to terminate the merger agreement if the Centers for Medicare & Medicaid Services (CMS, an agency within the US Department of Health and Human Services) imposes any sanctions with respect to Humana's Medicare Advantage business that are or would reasonably be expected to be material and adverse to Humana and that cannot be cured by the drop dead date. Aetna is obligated to pay a reverse break-up fee of $1 billion (2.70% of the deal value) if the parties fail to obtain the required antitrust and regulatory approvals, or if Aetna fails to promptly commence proceedings to contest any order or injunction relating to the required regulatory approvals prohibiting the merger. Aetna is not obligated to close the merger if the required regulatory approvals impose any condition that would have or would reasonably be expected to have a "Regulatory Material Adverse Effect" on the financial condition, business, revenue or EBITDA of either party or the CMS has imposed any sanctions with respect to Humana's Medicare Advantage business that is or would reasonably be expected to be material and adverse to Humana.

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