|A coronavirus-related closure in Salt Lake City. Mall owner Simon Properties said June 20 it is pulling out of a $3.6 billion deal to buy rival Taubman, citing the coronavirus pandemic which has forced many malls to temporarily close their doors.
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More than $100 billion of U.S. M&A deals have been terminated so far in 2020, an S&P Global Market Intelligence analysis finds. While many of the terminations cited the upheaval from the ongoing coronavirus pandemic, the value of scuppered deals in 2020 is largely in line with previous years.
Several big-ticket mergers have been called off due to the impacts of the coronavirus, including Ally Financial Inc.'s $2.65 billion acquisition of CardWorks Inc. Ally and nonprime credit card and consumer finance lender CardWorks terminated their deal June 24 citing economic uncertainty related to the COVID-19 pandemic.
Earlier in June, mall REIT Simon Property Group Inc. terminated its planned $3.6 billion acquisition of rival Taubman Centers Inc. on the grounds that Taubman had suffered a material adverse event with COVID-19 and breached the deal's covenants by failing to react appropriately to support its operations. In a response, Taubman maintained that Simon's termination is "invalid and without merit" and that it is still bound to the terms of the original contract. The deal is headed to court, and Simon could still have to go through with the transaction.
In the space of a few months, COVID-19 created a "new world order," Keefe Bruyette & Woods analyst Michael Brown said in an interview. "The economics or the strategic motivations behind a transaction no longer apply ... so it's very fair to expect that deals will be terminated."
The level of deal terminations could have been much higher if the Federal Reserve had not stepped in and flooded the market with liquidity, according to Brown.
"In the past, what would drive a lot of terminations was the ability to actually finance the transactions," Brown said. Thanks to the Fed's intervention early in the coronavirus crisis, "what you're seeing is a more conducive backdrop for deals to continue to get done. If the market had dried up and the ability to finance deals had really disappeared, then I suspect we'd see far more terminations."
Deal terminations in 2020 span every sector. The value of deals terminated totaled $102.78 billion in the year through June 24, according to the analysis. That figure is up from $94.80 billion over the same period in 2019, but down from $152.64 billion in 2018.
With COVID-19 driving the economy, companies are weighing the risks of proceeding with already-agreed deals against the cost of calling it quits.
"A key consideration for all investors who are under contract and concerned about their deal is whether their loss of a deposit is a greater financial penalty than what they think they will lose if they continue with the deal," said Simon Mallinson, executive managing director at data firm Real Capital Analytics. This concern appears especially pronounced in the retail and hospitality sectors, where there are clearer longer-term impacts from COVID-19, he said.
Many of the deals that fell out of contract in the first half of 2020 were negotiated and priced pre-COVID-19. Deals entered in the second half of the year should reflect the impact of the pandemic, and that should mean fewer deal terminations, Mallinson said — "unless there is a significant second wave of the virus."