During a call with investors yesterday to discuss their big tie-up Omnicom and Interpublic CEOs John Wren and Philippe Krakowsky (respectively) disclosed that they had been talking about a potential combination for nearly a year. 

Clearly a lot of thought went into the decision to hook up and according to an SEC document detailing the transaction both firms would pay a hefty breakup fee not to complete the deal. 

In Omnicom’s case, the termination fee is $676 million, which is within spitting distance of the synergy cost savings ($750 million) the transaction is expected to generate. For IPG the penalty would be a little less: $439 million.  

But there are several developments spelled out in the document wherein the deal might crater without either side paying a termination fee. 

For various reasons both sides might mutually agree to call it quits in which case a termination fee would not be triggered.  If regulators kill the deal, termination fees would likely be off the table as well.  

The agreement calls for both sides to immediately stop shopping around for a better acquisition partner. But if an unsolicited offer materializes that is considered “superior” to the current offer by Omnicom, and thus a better deal for shareholders, that could quash termination fees as well.