The Agreement and Plan of Merger for the Disney acquisition of Marvel (see “How Will Disney Use Marvel?”) was filed with the SEC late last week, and among the facts in the 56-page document was the news that there’s a $140 million termination fee under certain circumstances should the deal not close.  Those conditions include Marvel’s acceptance of an Alternative Transaction Proposal. 

While $140 million is only 3.5% of the $4 billion acquisition price, the additional cost raises the hurdle for any competing offers for Marvel.  Most analysts think Disney will have clear sailing toward a close anyway, based on the hefty premium over Marvel’s pre-transaction stock price that Disney’s offer represents.