$140 million kill fee if Disney doesn’t get Marvel
I’m a sucker for extra details like this, and ICv2 picked up a doozy:
The Agreement and Plan of Merger for the Disney acquisition of Marvel was filed with the SEC late last week, and among the facts in the 56-page document was the news that there’s a $140 million termination fee under certain circumstances should the deal not close. Those conditions include Marvel’s acceptance of an Alternative Transaction Proposal. While $140 million is only 3.5% of the $4 billion acquisition price, the additional cost raises the hurdle for any competing offers for Marvel.
My question: does that kill fee have to be paid if government scuttles the deal? Say, if antitrust in the US or Europe says no? I gotta read the SEC filing more when I have a chance to breathe…