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

On December 3, 2015, First Busey Corporation agreed to acquire bank holding company Pulaski Financial Corp. in an all-stock transaction valued at approximately $210.7 million at signing. On closing, Pulaski stockholders will own approximately 25.2% of the combined company. Under the merger agreement, Pulaski is subject to a no-shop with a standard window-shop and fiduciary out with matching rights, while First Busey is not subject to a no-shop but has a fiduciary out under which it may change its recommendation for the merger to comply with its fiduciary duties under applicable law. Pulaski must pay a break-up fee of $9 million (4.27% of the deal value) of the merger agreement is terminated under certain circumstances, including if it materially breaches its no-shop or stockholders' meeting covenants or enters into an agreement for a superior proposal. First Busey must pay a fee in the same amount, but only in more limited circumstances, namely, if Pulaski terminates the merger agreement because of First Busey's material breach of its stockholders' meeting covenant. As demonstrated in Practical Law's 2014 Deal Protections study, a break-up fee above 4% is not uncommon in stock deals, although that is usually only the case if the buyer is not itself obligated to pay the same fee. This deal conforms to those trends, in that the transaction is a stock deal and First Busey is not subject to the same fee triggers as Pulaski.

On December 6, 2015, JAB Holding Company agreed to acquire personal beverage system company Keurig Green Mountain, Inc. in an all-cash transaction valued at $13.9 billion. The acquisition is being made in partnership with strategic minority investors who are current stockholders of Jacobs Douwe Egberts B.V., which JAB controls, including Mondelēz International and entities affiliated with BDT Capital Partners. Keurig must pay to JAB a break-up fee of $475 million (3.42% of the deal value) if the merger agreement is terminated under certain circumstances, including if Keurig changes its recommendation for the merger, materially breaches the no-shop or enters into a definitive agreement for a superior proposal. Although the deal is being financed with debt, the investor group agreed to a remedy package typical for strategic buyers, in which uncapped damages are available for willful and material breach and the buyer is subject to unconditional specific performance of its obligations. In that respect, the buyer's obligations under the agreement are guaranteed by Dutch parent company JAB Holdings B.V. On December 4, 2015, Keurig's board of directors amended its bylaws to include an exclusive Delaware forum selection provision.

On December 7, 2015, BBCN Bancorp, Inc. agreed to acquire bank holding company Wilshire Bancorp, Inc. in an all-stock transaction valued at approximately $1.0 billion at signing. The parties describe the transaction as a merger of equals; on closing, BBCN stockholders will own 59% of the combined company and Wilshire stockholders will own 41%. The combined company will operate under a new name that will be determined before closing, and a consolidation committee consisting of three representatives from each party's board will oversee the integration and rebranding process. The merger agreement provides the parties with largely reciprocal rights and obligations, including a no-shop with fiduciary outs and matching rights, as well as termination triggers and a break-up fee of $40 million (4.00% of the deal value). Neither party is obligated to close the merger if there is any law or order in connection with obtaining the required regulatory approvals (i) that requires the parties to pay any amounts (other than customary filing fees) or divest any banking office or (ii) which imposes any other condition, requirement or restriction on the surviving corporation that would reasonably be expected to have a Material Adverse Effect (as defined in the merger agreement) on the surviving corporation.

On December 9, 2015, American Securities LLC and P2 Capital Partners, LLC agreed to acquire forestry, lawn, agriculture and construction equipment, parts and accessories manufacturer Blount International, Inc. in an all-cash transaction valued at approximately $855 million, including the assumption of debt. The merger agreement provides Blount with a 50-day go-shop period to solicit competing proposals, as well as a two tier break-up fee — $7,327,000 (0.86% of the deal value) or $14,654,000 (1.71% of the deal value) — that turns on acceptance of a superior proposal during the go-shop period or after it. For their part, the buyers must pay a reverse break-up fee of $39.1 million if the merger agreement is terminated because the buyers' breach of the merger agreement causes failure of a closing condition or because the buyers have otherwise failed to close the merger when required.

The past week also saw two toppings bids for companies already under contract. On December 7, 2015, The Pep Boys – Manny, Moe & Jack received a proposal from Icahn Enterprises L.P. to acquire the company for $15.50 per share in cash. Pep Boys is currently party to a merger agreement dated October 26, 2015, to be acquired by Bridgestone Retail Operations, LLC for $15.00 per share in cash. On December 8, 2015, Pep Boys determined that the Icahn proposal would reasonably be expected to be a superior proposal, and received a proposed definitive agreement from Icahn. Notably, PEP Boys is a Pennsylvania corporation and Pennsylvania law is the governing law of the merger agreement with Bridgestone. Because Pennsylvania has a constituency statute, the board of PEP Boys could have rejected the Icahn proposal on non-shareholder-constituency grounds, even though that proposal offered the highest value for shareholders. In any event, on December 9, 2015, PEP Boys announced that the Icahn proposal is superior to the Bridgestone transaction. Under the Bridgestone agreement, Pep Boys delivered notice of its determination and intention to change its recommendation, which started Bridgestone's matching rights period. That period expires on December 11, 2015.

On December 8, 2015, Fairchild Semiconductor International Inc. announced receipt of an unsolicited proposal from an unnamed party—identified by Reuters as a Chinese consortium—to acquire the company for $21.70 per share in cash. Fairchild is currently party to a merger agreement dated November 18, 2015, to be acquired by ON Semiconductor Corporation for $20.00 per share in cash. As of publication of this update, Fairchild is reviewing the competing proposal and has not changed its recommendation for the merger with ON.

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