A material adverse event clause in a contract addresses the possibility of the occurrence of an unexpected change in circumstances (sometimes termed an “act of God”) that could significantly reduce the value of a company or cause a decline in business conditions.
According to the New York Times, on February 20 Sycamore Partners signed a $525 million contract (with an anticipated closing date of May 2) to purchase a majority of Victoria’s Secret from L Brands. In the acquisition agreement, the L Brands’ lawyers carved out a pandemic exception to the acts of God that would permit Sycamore Partners to invoke the material adverse event clause and terminate. When the deal was announced, L Brands shares were trading at above $23 a share. As of April 29, they are trading at $12.78 a share.
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