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HFF details termination fees under merger agreement with JLL

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HFF details termination fees under merger agreement with JLL

HFF Inc. disclosed termination rights that it holds, together with Jones Lang LaSalle Inc., under their approximately $2 billion merger agreement.

HFF will have to pay Jones Lang LaSalle, or JLL, a termination fee of $54.0 million if the deal ends because HFF fails to obtain the requisite stockholder approval and signs a competing proposal within 12 months of such termination; if JLL terminates the merger contract after a change of recommendation; or if HFF breaches restrictions regarding dealing with third parties.

Additionally, subject to certain other specified conditions and limitations, HFF will pay JLL a $27.0 million termination fee if the HFF board delivers a notice of receipt of a superior proposal to JLL within the first 45 days following the execution of the merger agreement.

Separately, JLL will pay HFF a termination fee of $75.0 million in the event that the merger is called off due to a judgment or other legal prohibition or restraint arising under antitrust laws; or if HFF pulls the plug at the nine-month anniversary of the merger agreement, by which time all of the conditions, save for the antitrust laws, are satisfied or waived.