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

On January 24, 2016, technology and industrial company Johnson Controls, Inc. reached an agreement for an inversion deal with Tyco International plc in a cash-or-stock election transaction valued at approximately $14 billion. Immediately before the merger, Tyco will effect a reverse stock split and its stockholders will receive a fixed exchange ratio of 0.9550 shares for each of their existing Tyco shares. As consideration for Johnson, its stockholders may elect to receive $34.88 in cash per share (representing the five-day volume-weighted average price per share of Johnson common stock before the signing) or one share of the combined company, subject to proration such that the aggregate amount of cash to be paid in the merger is capped at $3.864 billion. On closing, Johnson stockholders will own approximately 56% of the equity of the combined company and Tyco stockholders will own approximately 44%. The transaction is structured as a reverse triangular merger in which Johnson will survive the merger as a subsidiary of Tyco and the parent company will maintain Tyco's Irish legal domicile. The combined company will be renamed "Johnson Controls plc" and will have an 11-member board of directors, six of whom will be directors of Johnson and five of whom will be directors of Tyco. The merger agreement provides the parties with largely reciprocal rights and obligations, including a no-shop with fiduciary out and matching rights, as well as termination rights, fees and triggers. A termination fee of $375 million (2.68% of the deal value) is payable by either party if the merger agreement is terminated under certain circumstances, including if that party changes its recommendation in response to a superior proposal or intervening event that is not a change or proposed change in law (and the other party confirms that it is not changing its recommendation) or enters into a "tail transaction" within 12 months of the merger agreement being terminated under certain circumstance. If the merger agreement is terminated because one party changes its recommendation in response to an intervening event that is a change or proposed change in law (and the other party confirms that it is not changing its recommendation or the other party's board of directors confirms that it has determined that the merger continues to be in the best interests of its stockholders), then the termination fee rises to $500 million (3.57% of the deal value). Either party must pay to the other party an expense reimbursement fee of up to $35 million, plus, in the case of payment to Tyco, up to $65 million of financing costs, if that party fails to obtain stockholder approval and the other party's stockholders approve the merger.

On January 25, 2016, Chemical Financial Corporation agreed to acquire bank holding company Talmer Bancorp, Inc. in a cash-and-stock transaction valued at approximately $1.1 billion at signing. On closing, Talmer stockholders are expected to own approximately 45% of the combined company and Chemical Financial stockholders are expected to own approximately 55%. The merger agreement provides the parties with largely reciprocal rights and obligations, including a no-shop with fiduciary out and matching rights, as well as termination rights, fees and triggers. A termination fee of $34 million (3.09% of the deal value) is payable by either party if the merger agreement is terminated under certain circumstances, including if that party changes its recommendation in response to a superior proposal or enters into a "tail transaction" within 12 months of the merger agreement being terminated under certain circumstances. Either party must pay to the other party an expense reimbursement fee of up to $3 million if that party fails to obtain stockholder approval and the other party's stockholders approve the merger. On the same day as the signing of the merger agreement, Talmer's board of directors amended its bylaws to include an exclusive Michigan forum selection provision.

On January 26, 2016, Lockheed Martin Corporation agreed to combine its government information technology and technical services businesses with national security, health, and engineering technology solutions provider Leidos Holdings, Inc. in an all-stock transaction valued at approximately $5 billion at signing (including a $1.8 billion one-time special cash payment to Lockheed Martin). The deal is structured as a Reverse Morris Trust transaction, in which Lockheed Martin will spin off its government information technology and technical services businesses to its wholly owned subsidiary, Abacus Innovations Corporation, and merge Abacus with Leidos. On closing, Lockheed stockholders will own 50.5% of Leidos common stock and Leidos stockholders will own 49.5%. The $1.8 billion one-time special cash payment to Lockheed Martin is subject to adjustment based on Abacus's working capital. Under the merger agreement, Leidos is subject to a no-shop and standard fiduciary out with matching rights for Lockheed. For its part, Lockheed is subject to a no-shop with respect to any competing transaction involving its government information technology and technical services businesses. Leidos must pay a break-up fee of $150 million (3% of the deal value) if the merger agreement is terminated under certain circumstances, including if it changes its recommendation, approves or recommends a competing acquisition proposal or breaches its no-shop or stockholders' meeting covenants. Lockheed, on the other hand, is not required to pay a break-up fee under any circumstances (including breach of its limited no-shop covenant). However, damages survive termination for any willful breach of the agreement.

On January 27, 2016, Nexstar Broadcasting Group, Inc. agreed to acquire media company Media General, Inc. in a cash-and-stock transaction valued at approximately $4.6 billion at signing (including assumption of debt). The merger agreement also provides for potential additional consideration in the form of a contingent value right regarding possible proceeds from a spectrum auction. Before entering into the merger agreement, Media General and Meredith Corporation terminated their merger agreement dated September 7, 2015 and Media General paid Meredith a termination fee of $60 million, with Meredith also receiving an opportunity to negotiate for the purchase of certain broadcast and digital assets owned by Media General. The Nexstar merger agreement provides the parties with largely reciprocal rights and obligations, including a no-shop with fiduciary out and matching rights. The break-up fee, however, though set at $80 million (1.74% of the deal value) for both parties, is triggered by different events. Media General must pay the fee if it enters into a definitive agreement for a superior proposal, as well as under other circumstances. Nexstar, however, cannot terminate the agreement to accept a superior proposal. It does pay the fee if it enters into a "tail transaction" within 12 months of the merger agreement being terminated under certain circumstances.

In another potential topping bid scenario, on January 26, 2016, Terex Corporation announced that it had received an unsolicited proposal from Chinese construction-machinery maker Zoomlion Heavy Industry Science and Technology Co. to acquire all of the outstanding shares of Terex for $30 in cash per share. The bid values Terex at $3.3 billion. Terex is currently party to a merger agreement with Finnish crane-maker Konecranes plc to be acquired in an all-stock transaction valued at $2.5 billion.

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