The $2 Billion Break-Up Fee in Sotheby’s Merger Agreement

The all-cash $57-a-share offer represented a 61% premium to Sotheby’s share price on the last trading day before the deal was announced, valuing the company at $3.7bn, including debt.

Sotheby’s corporate headquarters in New York City. Photograph by Spencer Platt/Getty Images



Sotheby’s could stand to receive almost $2bn in damages if French media tycoon Patrick Drahi ’s $3.7 billion takeover bid of the auction house falls through for any reason other than lack of financing.

The payment, disclosed in Sotheby’s proxy statement filed with the Securities and Exchange Commission on August 7, is designed to compensate the target for its time and effort in facilitating a transaction.

Drahi, the founder of cable and telecoms group Altice , surprised the art world in June when he made his $3.75 billion bid, including debt, for Sotheby’s, which would end the auctioneer’s 31-year-run as a public company on the New York Stock Exchange.

Read the entire story on Barron’s at ‘Patrick Drahi’s acquisition of Sotheby’s




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