Bank of America Investment Banking Pitch Book
Selected Merger Agreement Terms
■ Go-Shop
■
24
Certain Considerations for Negotiation
■ Support Agreement
Active solicitation of alternative potential suitors
for limited period immediately after
signing/announcing transaction
Two-tiered termination fee
I
Lower fee payable if competing bidder
submits superior proposal within go-shop
period
■ BOREAS agreement to support superior proposals
(subject to matching rights)
Matching Rights
■
Period for BOREAS to evaluate and decide whether
to match a superior proposal
Expense Reimbursement
In addition to or in lieu of a termination fee,
Company reimbursement of BOREAS out-of-pocket
costs, subject to agreed-upon capped amount
Trends in "Go-Shops"
4.0%
3.0%
2.0% -
1.0%
0.0%
120%
100%
80%
60%
40%
20%
0%
Preliminary, Subject to Further Review and Revision
Bank of America
Merrill Lynch
Average of Two-Tiered Termination Fees (¹)
3.3%
Term. Fee
100%
> 10 days
Distribution of Go-Shop Periods
Source: MergerMetrics. Represents fromaction with "Go Shop provision announced since 2011 and transaction valves of greater than $100 million.
Based on termination for payable as of equity/offer value paid.
96%
1.7%
>20 days
Go-Shop Fee
47%
>30 days
20%
>40 daysView entire presentation