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

On July 11, 2015, MPLX LP agreed to acquire midstream natural gas operator MarkWest Energy Partners, L.P. in a unit-for-unit exchange, plus a one-time cash payment to MarkWest stockholders, valued at approximately $20 billion at signing, including $4.2 billion in assumed debt. MarkWest common unitholders will receive 1.09 MPLX common units and a one-time cash payment of approximately $3.37 for each of their common units. Marathon Petroleum Corporation (MPC), MPLX's sponsor, will contribute $675 million in cash to fund the cash payment. MarkWest's Class A units, held by MarkWest subsidiaries, will receive newly created MPLX Class A units having substantially similar rights to the existing MarkWest Class A units. MarkWest's Class B units, held by an affiliate of The Energy & Minerals Group (EMG), will receive newly created MPLX Class B units having substantially similar rights to the existing MarkWest Class B units. The MPLX Class B units will be convertible into MPLX common units in 2016 and 2017, at which time the Class B unitholders will receive 1.09 MPLX common units for each MPLX Class B unit, as well as the approximately $3.37 in cash from the $675 million funded by MPC for the one-time cash payment. EMG, which will be the second-largest equity holder behind MPC on a pro forma basis, has agreed to vote in favor of the transaction. On closing, MPC will continue to own the general partner of MPLX and approximately 19% of MPLX’s common units.

On July 12, 2015, BorgWarner Inc. agreed to acquire rotating electrical automotive components manufacturer Remy International, Inc. in an all-cash transaction valued at $1.2 billion. The merger agreement provides for a two-tier break-up fee structure. Remy must pay a break-up fee of $28,313,000 (2.36% of the deal value) if the merger agreement is terminated under certain circumstances, including if it changes its recommendation or enters into a letter of intent, memorandum of understanding or agreement for a superior proposal. The break-up fee is half that amount if the merger agreement is terminated for those reasons within a month of the signing of the merger agreement, or if the merger agreement is terminated after that deadline but Remy would have entered into a superior proposal within the earlier timeframe but for its obligation to provide BorgWarner with matching rights. In addition to approval under the HSR Act, the merger is conditioned on receipt of approvals under the antitrust laws of Austria, Germany, China, Korea and Mexico. Under the merger agreement, Remy may to continue to pay regular quarterly dividends of up to $0.11 per share, subject to board approval.

On July 14, 2015, Celgene Corporation agreed to acquire biopharmaceutical company Receptos, Inc. in an all-cash tender offer valued at $7.2 billion, net of cash acquired. The parties elected to complete the merger under Section 251(h) of the DGCL, which eliminates the stockholder-approval requirement. Celgene expects to finance the deal with a combination of existing cash and new debt. If the merger agreement is terminated under certain circumstances, Receptos must pay to Celgene a break-up fee of $230 million (3.19% of the deal value), including if Receptos changes its recommendation or enters into a superior proposal. If the merger agreement is terminated for failure to obtain regulatory approval, Celgene must pay to Receptos a reverse break-up fee of $400 million (5.56% of the deal value) and, at the election of Receptos, loan Receptos up to an aggregate principal amount of $350 million. The break-up fee, or reverse break-up fee and loan extension, as applicable, is the sole and exclusive remedy of the party receiving payment, except in the case of fraud or a willful material or intentional breach of the merger agreement by the paying party. Consequently, damages payable to Receptos for a financing failure or other failure to close on the part of Celgene are not capped under the merger agreement.

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