Knight Capital (KCG) Deal Has Termination Fee of $53M
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The following was part of the 8-K filed by Knight Capital (NYSE: KCG) for its merger agreement with GETCO:
"The Merger Agreement may be terminated at any time prior to the Effective Time by mutual consent of the parties, and by Knight and GETCO in the following limited circumstances: (1) if the closing has not occurred within an agreed period of time (the “Outside Date”); (2) if there is any final, non-appealable injunction prohibiting the closing, or if a required regulatory approval has been denied on a final and non-appealable basis; (3) if there is a breach by the other party of any of its covenants or representations that would result in the failure of a closing condition and such breach is not cured in 30 days, or by the Outside Date, whichever is sooner; (4) if (a) the other party’s board of directors fails to recommend the approval of the Merger Agreement to its shareholders, (b) the other party fails to comply with its obligation to call a meeting of its shareholders to vote on the Merger Agreement or its obligation to not solicit alternative transactions or (c) the other party approves, recommends or endorses an alternative transaction or acquisition proposal; or (5) if the Merger Agreement is not approved by Knight’s shareholders or GETCO’s unitholders at meetings called for such purpose. Upon termination of the Merger Agreement under certain limited circumstances, Knight or GETCO will be obligated to pay to the other party a termination fee of $53 million."
"The Merger Agreement may be terminated at any time prior to the Effective Time by mutual consent of the parties, and by Knight and GETCO in the following limited circumstances: (1) if the closing has not occurred within an agreed period of time (the “Outside Date”); (2) if there is any final, non-appealable injunction prohibiting the closing, or if a required regulatory approval has been denied on a final and non-appealable basis; (3) if there is a breach by the other party of any of its covenants or representations that would result in the failure of a closing condition and such breach is not cured in 30 days, or by the Outside Date, whichever is sooner; (4) if (a) the other party’s board of directors fails to recommend the approval of the Merger Agreement to its shareholders, (b) the other party fails to comply with its obligation to call a meeting of its shareholders to vote on the Merger Agreement or its obligation to not solicit alternative transactions or (c) the other party approves, recommends or endorses an alternative transaction or acquisition proposal; or (5) if the Merger Agreement is not approved by Knight’s shareholders or GETCO’s unitholders at meetings called for such purpose. Upon termination of the Merger Agreement under certain limited circumstances, Knight or GETCO will be obligated to pay to the other party a termination fee of $53 million."
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