By Shuli Ren May 5, 2020
Dealmakers, listen up. If you’re looking to close a transaction, make sure you read the contract terms even more carefully than usual. Buyers' remorse is spreading in the coronavirus era.
Several multibillion-dollar deals have already been scuttled. SoftBank Group Corp. has pulled out of a $3 billion promise to buy stock from employees of WeWork, while Mirae Asset Global Investments Co. canceled the $5.8 billion purchase of 15 U.S. luxury hotels from Anbang Insurance Group Co. WeWork co-founder Adam Neumann and Dajia Insurance Group (which took over Anbang’s assets after it was seized by the Chinese government) both contend that the buyers have used legally faulty pretexts to justify their actions, and they are suing.
Using the fine print to renege on a deal isn’t pretty, but it’s understandable in an environment where virus-related lockdowns have ravaged economies across the world. Forecasts and valuation estimates predating the pandemic have been rendered all but meaningless.
The damage may be considerable. In the real estate industry alone, there is more than $370 billion worth of M&A deals waiting to close, data compiled by Bloomberg show.
Many more may fall through. Blackstone Group Inc.’s talks for a potential investment in Chinese commercial property developer Soho China Ltd. have stalled, Vinicy Chan and Manuel Baigorri of Bloomberg News reported Monday, citing people familiar with the matter. Meanwhile, Shenzhen-listed Oceanwide Holdings Co. saw its sale of an unfinished San Francisco project collapse in March. Oceanwide, which was scored CCC+ by Fitch Ratings before the agency withdrew its assessment, said that it agreed to sell to another buyer, Chinese buyout firm Hony Capital. That deal has yet to close.
Real estate has been hit hard. Hotels, shopping malls, and offices are empty as the virus shuts down travel, while social-distancing rules are keeping consumers and employees at home. What kind of cash flow can these businesses expect if further waves follow?
Sure, deals fall through all the time — sometimes even the most settled-looking acquisitions can founder. That’s just part of life. What’s abnormal, however, is when deal-breaking becomes a trend. Then there are long-term repercussions.
China has already learned the hard way. Since Beijing seized Anbang two years ago, its attempt to dispose of the insurer’s overseas acquisitions has turned into a nightmare. The government wasn’t able to sell the Waldorf Astoria, which Anbang bought in 2015 for $1.95 billion because the famed Manhattan hotel was already closed for renovation. The insurer had planned to convert the top floors into luxury condominiums. Wanting to avoid a fire sale, authorities plowed in an estimated $1 billion to complete the project. Some of these condos just came to market in March, just as the virus surfaced in New York City. Even Beijing wasn’t sure if it would get the money back, Caixin reported in March.
And now Mirae Asset is pulling out. Apart from massive losses, the cleanup is taking forever. This helps explain why the government has been keeping a tight lid on insurance in the last two years, insisting on it being dull and boring. Roughly half of an industry bailout fund, or about 61 billion yuan ($8.6 billion), has already been spent to honor obligations incurred by Anbang. The government can’t afford to see another insurer go bust.
In real estate, China’s high-flying developers have lived dangerously for years, figuring they could always sell land or projects if they ran into financial trouble. For instance, Future Land Development Holdings Ltd. became deeply distressed last year after its billionaire chairman was taken into criminal custody for suspected molestation of a minor. The Shanghai-based company bounced back quickly, selling more than 10 billion yuan of projects within two months to repay debt. Future Land was lucky: That was before the virus when we could still estimate rental yields or capital gains.
We’re in a different world now. Deals may not close smoothly because, all of a sudden, we don’t know how to project future cash flows. Will the recovery be V-, U-, W- or L-shaped? Who can say? Our grasp of consumer demand, the oil that lubricates most deals, is missing. That means those that rely on asset sales for survival are in for a rude awakening.