Episode 239: ​​The Anatomy of a Failed Merger with Corey Kupfer

DealQuest Community - just recently news of a failed merger surfaced, piquing the interest of my team, and ignited a thorough analysis. The culprits? First Horizon and TD Bank.I want to dive into the specifics of this particular deal, explore its implications for First Horizon and broader market conditions, and extract lessons that could be vital for you, our audience, who are constantly navigating the M&A landscape.    THE DEAL TD Bank and First Horizon announced plans to merge not too long ago. As the proposed blueprint suggested, TD Bank would essentially take over First Horizon. Fast forward, however, to the early days of May, a twist unraveled: The much-anticipated merger fell through.   This merger agreement was initially anchored at an offer price of $25 a share. Usually, the logic in public deals such as this is that the offer price exceeds the current trading value of the seller's shares. Therefore, it's likely that First Horizon's shares were trading below the $25 mark when TD Bank made its offer.   The original offer from TD Bank occurred before significant shifts in the industry, including the unfortunate incidents with Signature Bank and First Republic. These events and others contributed to a decline in bank valuations and a surge in market concerns. While it seems that we've avoided major industry contagion for now, the share prices of banks have been under pressure.    THE “BREAKUP CLAUSE” This situation points to the presence of a "breakup clause." In essence, a “breakup clause” is a safeguard for the selling party. If the buying party decides to walk away from the deal after an agreement is signed, they need to compensate the seller, barring any significant issues or breaches of covenant by the selling party.   In the context of this failed merger, the $200 million in cash and $25 million reimbursement likely stems from a breakup clause. The intent behind such a clause is to protect the selling party, which, in a public deal, can face severe repercussions if a deal falls through.    THE AFTERMATH The aftermath of a failed merger isn’t always as simple as one might think; it’s not just a cut-your-losses-and-move-on, there can be some serious implications after a failed merger or acquisitions.   In the case of TD Bank and First Horizon, what’s even more startling about the fallout from this failed merger is First Horizon’s share price. Post-announcement of the broken deal, First Horizon's shares plummeted by 40%, from $15 to just below $9. It's not certain if the share price decreased due to the failed merger or was influenced by recent events in the banking industry.   Despite this failed merger having proved to be a roller coaster for First Horizon and TD Bank, it serves as a crucial learning experience for all of us in the deal-making business. It's a stark reminder of how quickly market landscapes can change and how important it is to embed protective measures within agreements to safeguard against unforeseen circumstances. *** Corey Kupfer is an expert strategist, negotiator, and dealmaker. He has more than 35 years of professional deal-making and negotiating experience. Corey is a successful entrepreneur, attorney, consultant, author, and professional speaker. He is deeply passionate about deal-driven growth. He is also the creator and host of the DealQuest Podcast.   If you want to find out how deal-ready you are, take the Deal-Ready Assessment today!