Coronavirus is a true villain. The virus has claimed the lives of thousands and infected lots of people, affecting all business, markets and the economics at the global scale. Though international institutions like WHO are trying their best to curb this pandemic, businesses meanwhile are facing hard times and may eventually be trapped in recession (If the situation is not controlled). Merger and acquisition deals have also experienced a negative impact. Let's discuss what all is going wrong.
There is a possibility of significant disruption in the global market, as the number of coronavirus cases peak. If not controlled on time, The negative effect will Not just cause harm for a shorter duration but will be draining economies in the long term as well.
We may witness a decrease in record-high valuations but will continue to have a very favourable low-interest-rate environment and access to financing (both from commercial lenders and alternative financing sources (i.e. – private credit/debt funds) and certain underlying dynamics that have been driving Merger and acquisition to this point and digital transformation and technological disruption will continue.
How has the current market environment impacted private equity portfolio companies?
Remember - Market chaos breeds opportunity.
Businesses who are dependent on the Asian markets for their supply chain will get hit directly. Even though there hasn’t been any sign of significant impact yet on the demand side, private equity firms are telling their portfolio companies to prepare accordingly.
At this point, nobody knows what the full impact will be of the coronavirus, nor how long it will last. Most businesses are proactively drawing down on rotating lines of credit and other financing sources in order to put stable cash on the balance sheet to deal with the worst.
Traders are seeking to allocate the risk associated with the effects of pandemic coronavirus on the target company, market and the industry in general, acquisition agreement deals will need to be considered carefully.
As customers and sellers are trying to find ways to allocate the dangers associated with the results of the novel coronavirus on the target corporation and broadly the overall enterprise and markets, deal phrases in acquisition agreements will need to be cautiously considered.
In negotiating the definition of Material Adverse Effect (MAE), which is the basis for a not unusual closing situation allowing buyers to terminate a deal if the target company suffers an MAE, objectives may seek to encompass “ailment outbreaks,” “pandemics,” “epidemics,” “global calamities'' and/or “public fitness events'' as exceptions or carve-outs to the definition of MAE.
Buyers need to be mindful that accepting such exceptions have the effect of allocating the risks of the coronavirus to the client as it might be forced to consummate the deal despite the fact that the goal corporation’s commercial enterprise has materially deteriorated since the signing of the deal. While it's going to likely be tough for shoppers to negotiate for an entire walkway proper referring to coronavirus, buyers need to don't forget limiting one of these exceptions for situations wherein damage to the goal enterprise isn't disproportionate to others in similar industries, or given the character of the pandemic, within the identical geography.
With the view of raising coronavirus concerns, even if buyers don’t go for changing closing conditions, they might still seek to reallocate some risk over to sellers by calling on special indemnity provisions. If they could identify and be able to articulate specific potential costs or liabilities (A target company may face) and Buyers will be ruling the deal and can negotiate better. Through diligence focused on pandemic impacts - potential liabilities arising from supply chain disruptions, workforce accommodation costs, or contract terminations
The bloc negotiating the deal involving regulatory approval may also consider the potential delays, significant enough, as the federal agencies may be facing temporary shutdowns or could be operating at limited capacity due to this pandemic spread. Now the involved parties will have to consider if they should be extended the “outside date” for a transaction if the government agencies (responsible for approving the deal) may not be able to routine functions like in normal timelines.
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