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

On September 28, 2015, Energy Transfer Equity, L.P. agreed to acquire large-scale natural gas infrastructure provider The Williams Companies, Inc. in a cash-and-stock transaction valued at $37.7 billion at signing (including assumed debt). The agreement triggered the break-up of The Williams Companies May 12, 2015 agreement to acquire Williams Partners LP for $13.8 billion in stock. To terminate that merger agreement, The Williams Companies agreed to pay to Williams Partners an aggregate termination fee of $428 million (capped at $209 million per quarter) paid through an irrevocable waiver of a portion of the quarterly incentive distributions The Williams Companies is entitled to receive from Williams Partners under a separate arrangement. Under the ETE agreement, Williams stockholders can elect to receive for their shares cash, stock (common shares of Energy Transfer Corp LP (ETC), an affiliate of ETE) or a mix of cash and stock subject to proration, with the cash consideration capped at $6.05 billion. Additionally, one contingent consideration right is attached to each ETC share, so that if the ETC common shares trade at a discount to the ETE common units over a specified period after the merger closes, ETC will make a one-time payment equal to the shortfall amount, paid in ETC common shares or cash at ETE’s election (along with a proportionate amount of ETE Class E common units to ETC). The contingent consideration right expires if ETC common shares trade at a premium to ETE common units over that period, and will automatically terminate if ETC trades above ETE over a certain period and there is no shortfall amount outstanding at the end of that time.

On September 28, 2015, Nassau Reinsurance Group Holdings, L.P. agreed to acquire life insurance and financial solutions provider The Phoenix Companies, Inc. in an all-cash transaction valued at $217.2 million. After closing the merger, Nassau will contribute $100 million in new equity capital into Phoenix. Phoenix must pay to Nassau a break-up fee of $10.3 million (4.74% of the deal value) if the merger agreement is terminated under certain circumstances, including if Phoenix changes its recommendation. The merger agreement also provides that if Nassau fails to close the merger when required for any or no reason or otherwise willfully and intentionally breaches the merger agreement or commits fraud, then Phoenix may seek monetary damages against Nassau, to be capped at a maximum of $20 million in the aggregate. Closing of the merger is conditioned on, in addition to HSR Act approval, approval by FINRA and state insurance approvals by the Commissioner of Insurance of the State of Connecticut and the Department of Financial Services of the State of New York being obtained, as well as there being no defaults under Phoenix's bond indenture. Furthermore, neither party is obligated to close the merger unless all regulatory approvals have been obtained without the imposition of a "Burdensome Condition" requiring Nassau, Golden Gate Capital Opportunities Fund, L.P. (its sponsor) or Phoenix to make certain divestitures or agree to take any action or to any limitation on the business, operations or assets of either party that are materially adverse to the combined businesses of the parties. Additionally, on the same day as signing of the merger agreement, Phoenix's board of directors amended its bylaws to include an exclusive Delaware forum selection provision.

On September 29, 2015, comScore, Inc. agreed to acquire media measurement company Rentrak Corporation in an all-stock transaction valued at $827 million on a fully diluted equity basis at signing. On closing of the merger, comScore stockholders are expected to own approximately 66.5% and Rentrak stockholders are expected to own approximately 33.5% of the combined company on a fully diluted basis. The merger agreement provides the parties with largely reciprocal right and obligations, including a no-shop, fiduciary out and termination rights. Either party must pay to the other a termination fee if the merger agreement is terminated under certain circumstances, including if that party materially breaches its no-shop or fiduciary out covenants, changes its recommendation for the merger or enters into a superior proposal. In the case of Rentrak, the break-up fee is $28.5 million (3.45% of the deal value) and, in the case of comScore, the reverse break-up fee is $57 million (6.89% of the deal value). In connection with the merger agreement, the officers and directors of each party, as well as WPP plc, a substantial stockholder of both Rentrak and comScore, entered into support agreements, with those stockholders beneficially owning approximately 23.6% of Rentrak common stock and approximately 16.8% of comScore common stock.

This week also saw hostile M&A activity, when on September 28, 2015, Nexstar Broadcasting Group, Inc. announced that it had made an unsolicited offer to acquire Media General, Inc. for $1.85 billion in cash and stock, or a total transaction value of $4.1 billion including the assumption of debt. Media General is currently party to a merger agreement dated September 7, 2015 to acquire media and marketing services company Meredith Corporation for $2.4 billion in cash and stock. As of publication of this update, Media General had confirmed receipt of, and announced that it would carefully review, Nexstar's proposal.

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