breakup fee

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Breakup Fee

In some agreements, a fee that a seller must pay a buyer if the seller decides not to close the deal. The seller usually does this if it receives a better bid from another buyer after it has already entered negotiations. The breakup fee exists to compensate the first buyer, who has no control over the change in situation. It is usually 1-3% of the sale price. See also: Topper fee.

breakup fee

A provision in a takeover agreement that requires a firm to pay the investment banker a large sum of money if another firm takes over the target company. A breakup fee tends to discourage other firms from making bids for the target. See also topper fee.
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Icahn further stated that "we are filing with the Court an objection to the payment of any breakup fees to First Data and any other bidders because it is obvious that such fees are not necessary to attract bids.
Greenblatt also announced that Capstay is sending a letter to Alliant's Board requesting on behalf of all shareholders that the Board not sign a definitive agreement with Hercules which contains breakup fees or other benefits to Hercules that would be triggered in the event that control of the Alliant Board changes and the newly-elected Board determines that the transaction is not in the best interest of Alliant or its shareholders.
Under the merger agreement, the board of directors of Kemper may terminate the agreement under certain circumstances and accept a proposal made by another party upon payment to Conseco of breakup fees and out-of-pocket expenses.
00 in cash net without deduction for the breakup fees to Lukoil.
To maximize value, the new board cannot be bound by these provisions, particularly the no-shop provision that would trigger the payment of breakup fees and severely limit the Quickturn board's ability to permit Mentor to perform due diligence to see if Quickturn is worth more than $15 per share.
sent the following letter to Dofasco's Board of Directors to voice dissatisfaction with Dofasco's acceptance of a bid with vastly increased breakup fees.
for $33 per share, all cash, less any breakup fees to be paid by Conestoga to D&E Communications, Inc.
04 per share, in the quarter which ends February 29, 2004 for term loan breakup fees and unamortized bank fees.
00 per share in cash, less any breakup fees that would be due to D&E Communications, Inc.
On December 17, 2001, Conestoga stated that it would not pursue Lynch Interactive's indication of interest to acquire Conestoga for $33 per share, all cash, less any breakup fees.
Ohio) concluded that breakup fees paid in connection with a failed white-knight defense to a hostile takeover are deductible.