交易终止费研究

April 2025 012024 TransactionTermination FeeStudy Summary04About Houlihan LokeyTable of Contents 032024 Reverse TransactionTermination FeeDetail 022024 TransactionTermination Fee Detail05Disclaimer 2024 TransactionTermination FeeStudy Summary Introduction4Houlihan Lokey’s 2024Transaction TerminationFee Study (the “2024Study”) employs searchand screening criteriasimilar to those used inprevious studies. Weapplied these criteriato the universe ofannounced transactionsfrom 2020 through 2024to provide a basis forcomparison. Our study focuses on termination fees as a percentage of both “transaction value” and“enterprise value.” Transaction value is the total value of consideration paid by an acquirer,including total rights, warrants, options, net assumed liabilities, cash, and short-terminvestments, but excluding fees and expenses. Enterprise value is defined as the numberof shares outstanding multiplied by the per-share offer priceplus the cost to acquireconvertible securities, debt, and preferred equityminus cash and marketable securities.We conducted our search using data from LSEG (formerly Refinitiv) and S&P Capital IQand applied the following screening criteria:Target company is a U.S. public company.Transaction announcement date is between January 1, 2024, and December 31, 2024.Transaction value is greater than $50 million.Transaction type comprises:– Acquisitions of full or majority interest.– Leveraged buyouts.– Tender offers (bankruptcy, divestiture, and spinoff transactions are excluded).Deal status is closed, pending, or withdrawn.Termination fee is disclosed.For the 2024 Study, 123 transactions met these criteria; we have analyzed thesetransactions in terms of transaction and enterprise values. Definition of Key Items in the Study5We used the following methodology to analyze each of the transactions as defined by S&P Capital IQ:Implied Enterprise Value:Calculated as the Implied Equity Value plusTotal Earnout/Contingent Payments plus TotalRights/Warrants/Options plus Total OtherConsideration plus Net Assumed Liabilitiesmultiplied by Adjustment Size or Percent Sought.•Total Options = Total Options x Exchange Ratio xBuyer’s Share Price One Day Prior to Offer Date•Implied Equity Value = Total Consideration toShareholders / Percent SoughtTotal Transaction Size:Referred to throughout the 2024 Study as TotalTransaction Value. Calculated as the Considerationto Shareholders plus Other Consideration plus TotalEarnout/Contingent Payments plus TotalRights/Warrants/Options plus Net AssumedLiabilities plus Cash and Short-Term Investments.Total Transaction Size is the Gross Value of theTransaction. It represents the total considerationpaid for the transaction, including the considerationpaid to other stakeholders.•Total Net Transaction Value = Total Considerationto Shareholders + Total Earnout/ConsiderationPayments + Total Rights/Warrants/Options + NetAssumed Liabilities•Net Assumed Liabilities is accounted for in thecalculation of Total Transaction Value only in caseswhere the majority stake is being bought in thetransaction.Source: S&P Capital IQ. Transaction Termination Fees6Given the time and expense involved in negotiating and structuring a proposed transaction, acquirers are continuously lookingfor creative ways to deter competing bids before the consummation of a transaction. Protective devices used by acquirers areheavily negotiated and may include termination fees, “lockup” agreements, and “no-shop” provisions. Conversely, in seeking tomaximize stockholder value, boards of directors of target companies try to obligate the acquirer to consummate the agreed-upon transaction while maintaining the flexibility to seek and accept a superior offer for the target.Termination (or breakup) fees are probably the most common type of lockup device and are typically payable by the target tothe acquirer to compensate the acquirer if the transaction fails to close for one of the following reasons, among others:01The target board elects to terminate the acquisition agreement in order to accept a competing offer.02The target board changes its recommendation, and the acquirer elects to terminate the merger agreement ratherthan proceed with the stockholder vote.03The original bid fails for some other specified reason, such as being voted down by the stockholders, after acompeting proposal has been announced and is agreed to or closed within a specified period (typically six to 12months).When properly crafted, a termination fee provision can facilitate the sale of a company by ensuring that the bidder will receivea material “consolation prize” to defray its investment—in time, out-of-pocket expense, and opportunity cost—if thetransaction is not consummated. On the other hand, termination fees protect the acquirer by effectively increasing the pricethat a third-party bidder will need to pay in order to consummate a competing transaction. Enterprise and Transaction Values7Of the 123 transactions reviewed in 2024