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

On September 04, 2015, Emera Inc. agreed to acquire electric and gas utilities holding company TECO Energy, Inc. in an all-cash transaction valued at approximately $10.4 billion, including the assumption of approximately $3.9 billion of debt. TECO must pay a break-up fee of $212.5 million (2.04% of the total deal value) if the merger agreement is terminated under certain circumstances, including if TECO changes its recommendation for the merger. Emera must pay a reverse break-up fee of $326.9 million (3.14% of the total deal value) if the merger agreement is terminated under several circumstances, including if the merger does not close due to failure to obtain the required regulatory approvals by the outside date or a breach of Emera's efforts covenant, or if there is a failure to obtain the debt financing and Emera fails to close the merger. Payment of the reverse break-up fee does not cap Emera's damages for willful breach. In addition to antitrust approval, closing of the merger is conditioned on receipt of approval from the Federal Energy Regulatory Commission (FERC), the New Mexico Public Regulation Commission (NMPRC) and CFIUS. In the same vein as the various regulatory approvals required for closing, the merger agreement's definition of material adverse effect (MAE) includes many industry- and deal-specific carve-outs, including (i) system-wide changes or developments in electric transmission or distribution systems, (ii) changes in customer usage patterns or customer selection of third-party suppliers for electricity, (iii) any finding of fact or order contained in any FERC, Florida Public Service Commission or NMPRC judgment issued before signing and (iv) any shutdown or suspension of operations at any power plant or facility from which TECO obtains electricity or natural gas. Emera also agreed to several post-closing governance items, including maintenance of TECO's headquarters in Tampa, Florida, maintenance of TECO's historic levels of community involvement and charitable contributions and support in TECO's existing service territories and to cause two TECO directors to be appointed as members of the boards of directors of each of Tampa Electric Company and New Mexico Gas Company, Inc.

On September 7, 2015, Media General, Inc. agreed to acquire media and marketing services company Meredith Corporation in a cash-and-stock transaction valued at $2.4 billion at signing. The transaction is structured as a "double dummy merger" under which Media General and Meredith will each become wholly owned subsidiaries of a newly formed combined company. Meredith stockholders will receive cash and shares of the new company for each of their shares, while Media General stockholders will receive one share of the new company for each of their shares. On closing, Media General stockholders will own approximately 65% of the combined company and Meredith stockholder will own approximately 35%. The merger agreement provides the parties with largely reciprocal rights and obligations, including a no-shop, fiduciary out and termination rights, fees and fee triggers. The merger agreement provides for a two-tier termination fee structure under which a larger fee of $60 million (2.50% of the total deal value) will be payable by either party if the merger agreement is terminated under certain circumstances, including if that party materially breaches its no-shop or stockholder-meeting covenants or changes its recommendation for the merger (Meredith must also pay this fee if it enters into a definitive agreement for a superior proposal). A lower termination fee of $15 million (0.625% of the total deal value) is payable to the other party if either party fails to obtain the requisite stockholder approval. A certain director of Meredith and her brother, who collectively beneficially own 63% of Meredith Class B shares, entered into a voting agreement, and affiliates of Standard General L.P., holding approximately 14.5% of Media General shares, also entered into a voting agreement. Closing of the merger is also conditioned on Meredith having divested "WALA-TV," as defined in the DOJ final judgment in the matter of US v. Media General, Inc. and LIN Media, LLC, dated January 13, 2015, to a third party such that Media General will not acquire any part of, or an option to acquire any part of, WALA-TV or any assets necessary for the operations of WALA-TV, unless the restrictions set out in the DOJ final judgment relating to Media General's reacquisition of WALA-TV no longer remain in effect.

On September 9, 2015, XPO Logistics, Inc. agreed to acquire Con-way Inc. in an all-cash tender offer valued at approximately $3.0 billion, including $290 million of net debt. The parties elected to complete the merger under DGCL Section 251(h), which eliminates the stockholder-approval requirement. The closing of the tender offer is conditioned on the expiration of the marketing period related to the debt financing. Under the merger agreement, Con-way must pay a break-up fee of $102.861 million (3.43% of the total deal value) to XPO if the merger agreement is terminated under certain circumstances, including if Con-way enters into a definitive agreement for a superior proposal or changes its recommendation for the merger. Each party is obligated to pay the other an expense fee of $54.137 million in respect of the counterparty's fees and expenses if the merger agreement is terminated because of a breach that causes a failure to close. The agreement is explicit that payment of this fee does not cap damages that exceed the $54 million sum.

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