May 11, 2020 - Economy & Business

Carlyle Group, GIC and Amex GBT go to court over scrapped deal

Dan Primack, author of Pro Rata

Illustration: Lazaro Gamio/Axios

The Carlyle Group and GIC aren't proceeding with their $900 million deal for a 20% stake in American Express Global Business Travel, claiming that the sellers didn't meet closing conditions. The two sides are now suing each other, with a Delaware court to hear the case on Thursday.

Why it matters: This could lead to the first judicial ruling over whether or not the coronavirus pandemic has tripped a material adverse effect (MAE) clause in a merger agreement. Every deal is unique, but this could establish some broad legal guardrails.

At issue: Carlyle and GIC not only argue for the existence of an MAE, due to the global travel slowdown, but also that the sellers violated financing terms by planning to use proceeds to bolster the company's balance sheet (i.e., a de facto bailout) rather than to fund a potential acquisition and provide shareholder dividends. Amex GBT argues that Carlyle and GIC are wrong on both counts.

The bottom line: This is a broader test case than was L Brands vs. Sycamore Partners over Victoria's Secret, which ended after L Brands inexplicably gave up, where the MAE had an explicit carve-out for pandemics.

Go deeper

Trump's week of viral quicksand

Data: NewsWhip; Chart: Andrew Witherspoon/Axios

Stories about President Trump's photo op at St. John's church after peaceful protesters were forcefully cleared from the area averaged the most online attention of any issue about the president this week.

Why it matters: Trump's force-over-compassion approach to the demonstrators protesting the murder of George Floyd had Republican allies backpedaling to keep a distance — and led to a wave of condemnations that got plenty of online traction on their own.

Biden formally secures Democratic presidential nomination

Joe Biden speaks at Delaware State University's student cente on June 5. Photo: Jim Watson/AFP via Getty Images

Former Vice President Joe Biden became the formal Democratic presidential nominee on Friday evening, per AP.

The big picture: Biden has been the presumptive frontrunner to take on President Trump since Sen. Bernie Sanders suspended his campaign in early April.

Updated 10 hours ago - Politics & Policy

Coronavirus dashboard

Illustration: Sarah Grillo/Axios

  1. Global: Total confirmed cases as of 9 p.m. ET: 6,724.516 — Total deaths: 394,018 — Total recoveries — 2,996,832Map.
  2. U.S.: Total confirmed cases as of 9 p.m. ET: 1,894,753 — Total deaths: 109,042 — Total recoveries: 491,706 — Total tested: 19,231,444Map.
  3. Public health: WHCA president says White House violated social-distancing guidelines to make reporters "a prop" — Jailing practices contribute to spread.
  4. Sports: How coronavirus could reshuffle the sports calendar.
  5. Jobs: Better-than-expected jobs report boosts stock market.
  6. Media: The Athletic lays off 8% of staff, implements company-wide pay cut.