The merger agreement provided that, upon termination, Vintage would be obligated to pay to Rent-A-Center a reverse breakup fee equal to 15.75% of the transaction's equity value ($126.5 million). The parties agreed to employ commercially reasonable efforts to obtain antitrust approval and close the deal. Given the FTC's delay in approval, the merger was unlikely to be completed by the initial end date. Rent-A-Center decided that it would not unilaterally extend the end date, and that, if Vintage did not extend, Rent-A-Center would terminate the merger agreement. Vintage did not extend the end date by the prescribed deadline. On December 18, Rent-A-Center delivered a termination notice to Vintage and demanded that Vintage pay the breakup fee.