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If PPD Sale Falls Through, Breakup Would Be Costly

By Jenny Callison, posted Oct 19, 2011

They say that breaking up is hard to do, and that may be the case should PPD’s current agreement to be purchased by two private equity firms founders.

The preliminary notice and proxy statement filed by PPD on October 14 with the Securities and Exchange Commission outlines the penalties each party would pay.

If a superior offer were to emerge for the acquisition of the Wilmington-based contract research organization, or should the shareholders not approve the $3.8 billion deal PPD reached to sell the company to private equity firms The Carlyle Group and Hellman & Friedman, PPD would likely have to pay a termination fee to the buyers of either 1.5 percent or 3 percent of the purchase price, depending on the conditions of the termination.

A change of heart on the part of the prospective buyers would be even pricier. Should Carlyle and H&F decide to back out of the agreement, the specified “reverse termination fee” would be roughly $252 million, or about 6.5 percent of the purchase price.

The statement also specifies the terms of a severance or “golden parachute” settlement payable to PPD’s six executive officers should they lose their jobs as a result of the merger. That list includes the company’s new CEO Raymond Hill and former CEO David Grange, who has a consulting contract with the company through the remainder of 2011.

The other four executives listed in the golden parachute provision are Fred Eshelman, PPD’s founder and executive chairman; William J. Sharbaugh, chief operations officer; Daniel G. Darazsdi, chief financial officer; and Christine A. Dingivan, executive vice president and chief medical officer.

If the owners of the newly-private PPD should decide to break up with any of the executives within a year after consummation of the merger, the individual would be entitled to a parachute settlement that combines cash (two or three times the person’s annual salary), equity (stock and stock options), and two years’ worth of health care and insurance coverage. The terms of the merger exempt Hill from stock equity, and limit Grange’s parachute to the value of his stock and stock options plus the entire amount owed him for his consulting services this year.

The total values of these six packages range from $6,718,345 for Eshelman to $2,379,290 for Dingivan.

All six would be paid the value of their stock holdings when the merger is complete, regardless. If Grange serves out his consulting contract, he will be paid everything in his severance package. But the cash and benefit portions of the other severance packages would be paid only upon termination of the executive.

Because of the Dodd-Frank Act of 2011, company shareholders must vote on proposed golden parachutes, although the PPD filing indicates that their shareholders’ vote is “advisory and non-binding.”

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