This termination fee con really gets under my skin! Turn down reasonable offers last year and come up with this ponzi is pathetic. Set it up with a brain dead trustee that obviously wouldn’t know a deal if it hit them between the eyes! The n write up a contract that provides a win/win for everyone except the non chosen 2nd rate shareholders! Amazing this kind of crap written on paper could possibly be binding! Now the window of opportunity has been squeezed with higher interest rates! How stupid can a group of supposed business leaders be?
After reading the circular, it seems that the termination fee of ~$100m is not payable in the case the deal is voted down. But H&R may be required to reimburse some expenses to CRAL (which should be illegal imo in an insider deal like this). The only case of potentially full termination fee liability is if an offer is made prior to the vote (disclosed or not) and consummated within 12 months of the vote. Someone correct me if I'm worng
Cant post an attachment in a reply to a comment, but it’s in this word salad on page 118. I see your point and hope you’re right!
H&R REIT and U.S. Holdco have agreed to pay the Termination Fee of $102,131,000 upon the occurrence of any of the following events:
(iv) the Arrangement Agreement is terminated as a result of (a) the Required H&R REIT Voting Securityholder Approval not being obtained at the Meeting in accordance with the Interim Order; (b) the Outside Date has elapsed; or (c) a breach of the Arrangement Agreement by H&R REIT, but only if (A) prior to such termination, a bona fide H&R REIT Acquisition Proposal will have been made or publicly announced and not withdrawn, and (B) within 12 months of such termination, any H&R REIT Acquisition Proposal (whether or not such proposal is the same H&R REIT Acquisition Proposal referred to in clause (A)) is consummated or effected or a definitive agreement in respect of any H&R REIT Acquisition Proposal is entered into (for purposes of this clause, references to “20%” in the definition of “H&R REIT Acquisition Proposal” being deemed to be references to “50%”).
This termination fee con really gets under my skin! Turn down reasonable offers last year and come up with this ponzi is pathetic. Set it up with a brain dead trustee that obviously wouldn’t know a deal if it hit them between the eyes! The n write up a contract that provides a win/win for everyone except the non chosen 2nd rate shareholders! Amazing this kind of crap written on paper could possibly be binding! Now the window of opportunity has been squeezed with higher interest rates! How stupid can a group of supposed business leaders be?
After reading the circular, it seems that the termination fee of ~$100m is not payable in the case the deal is voted down. But H&R may be required to reimburse some expenses to CRAL (which should be illegal imo in an insider deal like this). The only case of potentially full termination fee liability is if an offer is made prior to the vote (disclosed or not) and consummated within 12 months of the vote. Someone correct me if I'm worng
Cant post an attachment in a reply to a comment, but it’s in this word salad on page 118. I see your point and hope you’re right!
H&R REIT and U.S. Holdco have agreed to pay the Termination Fee of $102,131,000 upon the occurrence of any of the following events:
(iv) the Arrangement Agreement is terminated as a result of (a) the Required H&R REIT Voting Securityholder Approval not being obtained at the Meeting in accordance with the Interim Order; (b) the Outside Date has elapsed; or (c) a breach of the Arrangement Agreement by H&R REIT, but only if (A) prior to such termination, a bona fide H&R REIT Acquisition Proposal will have been made or publicly announced and not withdrawn, and (B) within 12 months of such termination, any H&R REIT Acquisition Proposal (whether or not such proposal is the same H&R REIT Acquisition Proposal referred to in clause (A)) is consummated or effected or a definitive agreement in respect of any H&R REIT Acquisition Proposal is entered into (for purposes of this clause, references to “20%” in the definition of “H&R REIT Acquisition Proposal” being deemed to be references to “50%”).