KKR's $5.7B Buyout of Integer Holdings: Full Merger Terms Revealed — $154M/$307M Break Fees, Equity Award Cash-Out, and Governance Changes
ITGR has more than doubled off its 52-week low of $62 on elevated volume (4.8× avg).
Summary
Integer Holdings filed the full merger agreement for its $5.7 billion acquisition by KKR, disclosing $154M/$307M break fees, equity award cash-out terms, and new governance provisions.
Key Events · M&A and Partnerships · ITGR
-
Definitive Merger Agreement Filed
KKR will acquire Integer Holdings for $127 per share in cash, a $5.7 billion deal. The merger agreement, dated August 2, 2026, includes a $154 million company termination fee and a $307 million parent termination fee.
-
Equity Award Treatment Detailed
At closing, 50% of unvested RSUs and PSUs will cash out; the remaining 50% convert to deferred cash awards vesting on the original schedule, with full vesting acceleration upon a qualifying termination within one year post-close.
-
New Indemnification Agreements
The board approved new indemnification agreements for directors and executive officers, enhancing protections and clarifying change-of-control definitions.
-
Bylaw Amendment Adds Forum Selection
The board amended the bylaws to designate Delaware courts as the exclusive forum for certain legal actions, including derivative suits and Securities Act claims.
Analysis · ITGR · Industrial Applications And Services
This 8-K delivers the definitive merger agreement for KKR's $5.7 billion acquisition of Integer Holdings at $127 per share in cash. Among the newly disclosed terms, a $154 million termination fee would be owed by Integer if it accepts a superior proposal, while KKR faces a $307 million reverse termination fee should it fail to close. Equity awards are also addressed: 50% of unvested RSUs and PSUs cash out at closing, with the remainder converting to deferred cash awards that continue to vest on the original schedule. Additionally, the board approved new indemnification agreements for directors and officers and amended the bylaws to include exclusive forum provisions. These details materially flesh out the previously announced deal and carry significant implications for shareholder value and deal certainty.
At the time of this filing, ITGR was trading at $125.05 on NYSE in the Industrial Applications And Services sector, with a market capitalization of approximately $4.2B. The 52-week trading range was $62.00 to $125.54. This filing was assessed with neutral market sentiment and an importance score of 9 out of 10.