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

On October 27, 2015, Starwood Hotels & Resorts Worldwide, Inc. agreed to combine its vacation ownership business with non-traditional lodging provider Interval Leisure Group, Inc. in an all-stock transaction valued at approximately $1.5 billion at signing. The deal is structured as a Reverse Morris Trust transaction, in which Starwood will spin off its vacation ownership business and five hotels to be converted to timeshare properties to its wholly owned subsidiary, Vistana Signature Experiences, Inc., and merge Vistana with ILG. On closing, Starwood stockholders will own 55% of ILG common stock on a fully-diluted basis and ILG stockholders will own 45%. Under the merger agreement, ILG is subject to a no-shop and standard fiduciary out with matching rights for Starwood and Vistana. ILG must pay a break-up fee of $40 million (2.67% of the deal value) if the merger agreement is terminated under certain circumstances, including if it changes its recommendation, enters into an agreement for a competing acquisition proposal or materially breaches its no-shop or stockholders' meeting covenants. Closing of the merger is conditioned on the closing of the spin-off and obtaining Mexican antitrust clearance.

On October 30, 2015, Endurance International Group Holdings, Inc. agreed to acquire online marketing platform provider Constant Contact, Inc. in an all-cash transaction valued at $1.1 billion. Under the merger agreement, Constant Contact has a 22-day go-shop period to solicit competing proposals; however, rather than incentivize bids as is common with a two-tier break-up fee that turns on acceptance of a superior proposal during the go-shop period, the merger agreement provides for one break-up fee. Constant Contact must pay a break-up fee of $36 million (3.27% of the deal value) if the merger agreement is terminated under certain circumstances, including if it enters into a definitive agreement for a superior proposal, changes its recommendation or materially breaches its go-shop, no-shop or stockholder meeting covenants, regardless of whether the merger agreement is terminated during or after the go-shop period. For its part, Endurance must pay a reverse break-up fee of $72 million (6.55% of the deal value) if it breaches certain representations, warranties, covenants or agreements that cause the failure of a closing condition or if it otherwise fails to close the merger when required. On the same day as signing of the merger agreement, Constant Contact's board of directors amended its bylaws to include an exclusive Delaware forum selection provision.

On October 30, 2015, KeyCorp agreed to acquire bank holding company First Niagara Financial Group, Inc. in a cash-and-stock transaction valued at approximately $4.1 billion at signing. KeyCorp agreed to contribute $20 million to the First Niagara Foundation, a not-for-profit charitable entity committed to supporting organizations and communities within the First Niagara footprint, and use commercially reasonable efforts to support a meaningful employee presence in Western New York. First Niagara must pay to KeyCorp a break-up fee of $137.5 million (3.35% of the deal value) if the merger agreement is terminated because First Niagara changes its recommendation for the merger or enters into or closes a "tail transaction" within one year of the merger agreement being terminated under certain circumstances. Neither party is obligated to close the merger unless all antitrust and regulatory approvals have been obtained without the imposition of a materially burdensome regulatory condition or restriction that would be more likely than not to have a material and adverse effect on KeyCorp giving effect to the merger as measured on a scale relative to First Niagara.

On November 1, 2015, Headway Technologies, Inc., a subsidiary of TDK Corporation, agreed to acquire hard disk drive suspension assembly manufacturer Hutchinson Technology Incorporated in an all-cash transaction with an upfront value of $126 million on a fully diluted basis, not including up to $14 million in additional consideration depending on HTI's net cash before closing. As consideration, TDK stockholder will receive for each of their shares $3.62 in cash, plus an additional $0.01 per share in cash for each $500,000 of TDK's net cash over $17.5 million as of a fiscal period ending within 45 days before the closing of the merger, up to a maximum of $0.38 per share. TDK must pay to Headway a break-up fee of $4.2 million (3.00% of the deal value) if the merger agreement is terminated under certain circumstances, including if TDK changes its recommendation for the merger or enters into a definitive agreement for a superior proposal. For its part, Headway must pay to TDK a reverse break-up fee in the same amount if the parties fail to obtain antitrust approval for the merger. Neither party is obligated to close the merger unless the additional merger consideration amount has been determined, and Headway is not obligated to close the merger unless review by the Committee on Foreign Investment in the United States (CFIUS) and the US Department of State's Directorate of Defense Trade Controls has concluded, and in either case there has not been action taken to block or prevent the closing of the merger or to impose requirements or conditions to mitigate any national security or International Traffic in Arms Regulations concerns that would reasonably be expected to have a material adverse effect on TDK. On the same day as the signing of the merger agreement, TDK's board amended its bylaws to include an exclusive Minnesota forum selection provision and amended its rights agreement to exempt Headway and the merger from triggering the poison pill.

On November 1, 2015, Pamplona Capital Management LLP agreed to acquire healthcare performance improvement services provider MedAssets, Inc. in an all-cash transaction an enterprise value of approximately $2.7 billion. As consideration, MedAssets stockholder are entitled to receive for each of their shares $13.35 in cash, plus, if the merger does not close before January 30, 2016, an additional amount in cash equal to $0.008589041 for each day the merger does not close. MedAssets must pay a break-up fee to Pamplona of $58.606 million (2.17% of the deal value) if the merger agreement is terminated under certain circumstances, including if MedAssets changes its recommendation or enters in to a definitive agreement for a superior proposal. Pamplona must pay to MedAssets a reverse break-up fee of $117.213 million (4.34% of the deal value) if the merger agreement is terminated because Pamplona breaches certain representations, warranties, covenants or agreements that cause failure of a closing condition or otherwise fails to close the merger when required, or if the parties fail to obtain antitrust approval for the merger. On the same day as the signing of the merger agreement, MedAssets' board amended its bylaws to include an exclusive Delaware forum selection provision.

On November 1, 2015, Team, Inc. agreed to acquire industrial inspection and mechanical services provider Furmanite Corporation in an all-stock transaction valued at approximately $335 million at signing, including the assumption of debt. The merger agreement provides the parties with largely reciprocal rights and obligations, including a no-shop and fiduciary out, as well as the size of the break-up fee. Either party must pay to the other a fee of $10 million (2.99% of the deal value) if the merger agreement is terminated because that party changes its recommendation or materially breaches the no-shop, resulting in a competing acquisition proposal that is reasonably likely to interfere with or delay closing of the merger. Furmanite (and not Team) must also pay the break-up fee if the merger agreement is terminated and Furmanite subsequently enters into or closes a "tail transaction" within 18 months of the merger agreement being terminated under certain circumstances.

On November 2, 2015, Shire plc agreed to acquire biopharmaceutical company Dyax Corp. in an all-cash transaction with an upfront value of $5.9 billion, plus $646 million in contingent value rights (CVRs) if Dyax's lead pipeline product receives FDA approval before December 31, 2019. As consideration, Dyax stockholders will receive for each of their shares $37.30 in cash plus one CVR representing the right to receive a payment of $4.00 in cash if, before December 31, 2019, Shire obtains approval from the FDA to market and sell Dyax's lead pipeline product for the prevention of attacks of hereditary angioedema in patients with Type 1 and Type 2 hereditary angioedema. Dyax must pay a break-up fee of $180 million (3.05% of the deal value) if the merger agreement is terminated under certain circumstances, including if it changes its recommendation or enters into a definitive agreement for a superior proposal. To pay the break-up fee, Dyax agreed to contribute cash to a newly formed Irish holding company in exchange for shares of the Irish holdco and selling the Irish holdco common shares to Shire. For its part, Shire must pay a reverse break-up fee of $280 million (4.75% of the deal value) if the parties fail to obtain antitrust approval for the merger. Shire agreed to use reasonable best efforts to obtain antitrust approval of the merger, but is not obligated to divest any assets that collectively generated gross revenues of $77 million or more in the 2014 fiscal year. On the same day as the signing of the merger agreement, the board of directors of Dyax amended its bylaws to include an exclusive Delaware forum selection provision.

On November 4, 2015, Expedia, Inc., agreed to acquire online vacation rental property marketplace operator HomeAway, Inc. in a cash-and-stock exchange offer valued at approximately $3.9 billion at signing. The parties elected to complete the exchange offer under Section 251(h) of the DGCL, which eliminates the stockholder-approval requirement for the back-end merger. Immediately after the back-end merger, HomeAway will merge with and into Expedia, with Expedia as the surviving company. The exchange offer and merger are intended to qualify as a tax-free reorganization for federal income tax purposes. Under the merger agreement, HomeAway must pay to Expedia a break-up fee of $138 million (3.54% of the deal value) if the merger agreement is terminated under certain circumstances, including if HomeAway changes its recommendation for the merger or enters into a definitive agreement for a superior proposal. Expedia is not obligated to pay a reverse break-up fee under any circumstances.

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