The pending merger of IMS Health Holdings Inc. and Quintiles TransnationalHoldings Inc. has a termination fee of $250 million.
The fee would be paid by the company deemed to beresponsible for termination of the merger agreement. In addition to thetermination fee, the company responsible for the deal's termination will payall out-of-pocket fees and expenses of the other company up to $15 million.
The merger agreement can be terminated by either IMS Healthor Quintiles if the other company's shareholders fail to approve thetransaction; if the board of the other company changes its recommendationregarding the merger; if the other company commits a material breach of theno-shop provision; and if the merger is not completed by March 31, 2017, amongother things.
In connection with the merger agreement, IMS Health enteredinto a commitment letter with Goldman Sachs Bank USA and JPMorgan Chase Bank NAto secure senior secured incremental credit facilities in an aggregateprincipal amount of up to $1.25 billion. That amount will be allocated betweena senior secured term loan A facility of up to $400 million and a seniorsecured term loan B facility of up to $850 million.
Proceeds from the credit facilities will be used torefinance the outstanding debt under Quintiles' existing credit agreement.