Keeping M&A Deals on Track:
Managing the Deal Killers
Deal killers. We have all seen them and had to manage through them. They come in all shapes, sizes, and varieties, with different reasons, justifications, and rationalizations. They can emanate from the buyer, the seller, or any number of third parties, such as lenders, investors, key customers or suppliers, professional advisors—or all of the above. Some deal killers are legitimate for deals that deserve to die, and some are emotional, financial, or strategic in nature. They can be very costly to all parties to the transaction, especially when significant costs have already been incurred, and for certain advisors and investment bankers, they mean not getting paid. Clearly, deal killers inflict a lot of pain along their path of destruction of a transaction.
In such troubled financial times, deal killers can come as a shock and can be based on something as simple as a stark difference in the mind-set of the parties or lenders or even investors about the markets. Fear, not opportunity, is moving markets today. Following the highprofile failure of several buyouts over the past year, sellers are resisting provisions that permit a buyer, under certain conditions, to walk away simply by paying a fee. But buyers, who face their own challenges in securing commitments from banks to fund deals, are pushing back. More transactions have derailed in 2008 and 2009 because of factors such as deteriorating global financial market conditions, buyers developing cold feet in the middle of the deal, seller remorse, disappointment caused by record low valuations, or even an overall transactional fatigue