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Formula

Breakage costs refer to a prepayment penalty on a fixed-rate loan or a fee that a lender charges to keep the borrower from refinancing shortly after closing.3 min read

1. Breakage Costs in Master Repurchase Agreement

Rpli Default Fee Formula Example


Rpli Default Fee Formula Calculation

2. Break Fee
3. LIBOR Breakage

Breakage costs may refer to either a prepayment penalty on a fixed-rate loan or a fee that a lender charges to keep the borrower from refinancing a loan shortly after closing. These charges allow the lender to recoup the cost of the interest rate associated with fixed-rate funding. They are often calculated on a sliding scale, such as a percentage of the outstanding principal at the time the loan is refinanced. Breakage costs are spelled out in the original contract.

Breakage Costs in Master Repurchase Agreement

Breakage costs consist of all the losses and expenses that the lender incurs when employing or liquidating third-party deposits. These costs may result from a loan prepayment on any date but the last day of the interest period when interest is accrued at the LIBO rate (London Interbank Offered), or from the borrower's failure to pay accruing interest by a specified date or amount.

Loans funded at the LIBO rate are subject to a matching deposit in the Eurodollar market for a comparable amount for the purpose of figuring breakage costs. The lender will provide a certificate detailing how its losses are calculated.

Break Fee

When a deal or contract fails, a break fee is paid as compensation. This is common if:

  • A contract is ended before its expiration date.
  • A mergers and acquisitions deal is terminated for specific reasons indicated in the contract.

In the latter situation, the break fee is negotiated ahead of time as an incentive for the company to complete the deal and to provide security if the deal is not completed. It is calculated by estimating the time that managers and directors spent negotiating the deal, along with the cost of due diligence.

If a no-shop clause is breached, or the target company goes with another company, the break fee will apply. External factors can also trigger the break fee, such as regulatory approval.

Form S-4 is filed with the Securities and Exchange Commission (SEC) as a disclosure of break fees.

Break fees can also be charged to lessees who return equipment or for rented premises vacated before the lease has expired. Some business contracts incorporate a break fee to prevent nonperformance.

For example, in a 2017 proxy filing, Rockwell Collins Inc. filed a Form S-4 regarding its takeover of United Technologies Corporation (UTC). It stipulated a break fee of $695 million if:

Default
  • UTC terminated the merger because of a breach of contract.
  • Either party terminated the agreement before the end date.
  • Rockwell Collins did not obtain shareholder approval.
  • Rockwell Collins instead entered an alternative acquisition proposal.

LIBOR Breakage

One of the most common types of interest rates, as noted by Bankrate.com, is the London Interbank Offered Rate (LIBOR). It often serves as a benchmark for loans that have an adjustable interest rate. If the borrower prepays a LIBOR rate advance before it expires, this is what the lender considers a breakage.

Large companies can opt for the LIBOR rate when requesting an advance from a bank or a lender. LIBOR advances cannot be repaid before their expiration like other interest rates can. They carry:

  • A fee
  • A repayment amount
  • Advance notice requirements.

Because breakage is undesirable for the lender, fees are charged to borrowers who prepay.

If you need help with breakage costs of a contract, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

Sept. 25, 2013

When you sell a stock, you may have noticed that a small transaction fee, often just a few pennies, appears on your confirmation slip. Although some broker-dealers have described this charge as an 'SEC Fee,' the SEC does not actually impose this fee on individual investors.

Rpli default fee formula formRpli Default Fee Formula

The SEC does not impose or set any of the fees that investors must pay to their brokers. Instead, under Section 31 of the Securities Exchange Act of 1934, self-regulatory organizations (SROs) -- such as the Financial Industry Regulatory Authority (FINRA) and all of the national securities exchanges -- must pay transaction fees to the SEC based on the volume of securities that are sold on their markets. These fees are designed to recover the costs incurred by the government, including the SEC, for supervising and regulating the securities markets and securities professionals.

The SROs have adopted rules that require their broker-dealer members to pay a share of these fees. Broker-dealers, in turn, impose fees on their customers that provide the funds to pay the fees owed to their SROs. Thus, a broker-dealer that has questions about how its fees are calculated should contact its SRO, and a customer who has questions about how his or her fees are calculated should contact the broker-dealer.

Section 31 requires the SEC to make annual and, in some cases, mid-year adjustments to the fee rate. These adjustments are necessary to make the SEC's total collection of transaction fees in a given year as close as possible to the amount of the regular appropriation to the Commission by Congress for that fiscal year. If transaction volume in a given year increases, the SEC will lower the fee rate because each transaction has to contribute less to the target collection amount. But if transaction volume falls, each transaction will have to be charged a higher fee in order for the SEC to collect the target amount. To find the current rate for Section 31 transaction fees, please visit the Division of Trading and Markets Frequently Requested Documents webpage, and click on the most recent Fee Rate Advisory under 'Section 31 Fees.' You'll also find Fee Rate Advisories in the Press Releases section of our website. For official Commission Orders concerning fee rate adjustments, please visit the Other Commission Orders, Notices, and Information section of our website.

Rpli Default Fee Formula

The charges on most securities transactions are known as Section 31 'fees.' But the charges imposed by Section 31 on transactions in security futures are termed 'assessments.' As of fiscal year 2013, the assessment charged is $0.0042 for each round turn transaction (i.e., one purchase and one sale of a contract of sale for future delivery).