BizJournals Portfolio

L.B.O. Litigiousness

First Clear Channel, then B.C.E., and now Huntsman.
Leon Black

The hands that shook over leveraged buyout deals made before credit dried up are turning cold and clammy. Agreements that were made during the height of the rocking party now look unappealing in the cold light of the sober next day.

While there are plenty of candidates for the biggest losers in these botched deals, it's impossible to argue that there are any winners bigger than the lawyers.

In the latest legal showdown, the Texas-based chemicals provider Huntsman sued Apollo Management and its partners Leon Black and Joshua Harris for allegedly fraudulently misleading Huntsman with its proposed acquisition by Apollo-owned Hexion Specialty Chemicals.

The $6.5 billion deal, whose handshake happened last July in the final days of the buyout boom, appeared all but dead last week when Apollo and Hexion first sued Huntsman. The buyers contend that Huntsman's business deterioration constituted a material adverse change to the deal terms and that consummating the merger would result in an insolvent company.

The deal was made at $28 per share. Huntsman now trades for less than half that amount.

Curiously, unlike in the Clear Channel and B.C.E. legal battles, there has been nothing but radio silence from the banks in the Huntsman deal. In its complaint filed in Delaware last week, Apollo and Hexion said that they "no longer believed" they would be able to obtain the necessary financing from the lenders Credit Suisse and Deutsche Bank. The banks themselves have not publicly said anything about their intention to finance the deal.

As Steven Davidoff notes on the New York Times' DealBook blog, this legal battle is likely happening because "Apollo probably just wants to get out of the transaction altogether."

Beer goggles. They always come back to bite you.

But if the litigation escalates, it's likely that the banks will eventually enter the fray. After all, there is one name that recurs in the Clear Channel, B.C.E., and Huntsman deals. And that name is Deutsche Bank.

In both the Clear Channel and B.C.E. lawsuits, it was the banks versus the buyout shops. The lenders wanted better terms for their financing commitments now that the credit market has turned against them. The private-equity firms still wanted to consummate their deals.

On Friday, the Canadian Supreme Court ruled that the B.C.E. buyout could continue, and that the banks and the buyers would need to negotiate their differences. The Clear Channel deal went through on revised terms after months of legal wrangling.

But in the Huntsman case, it appears that no one wants this deal to happen except Huntsman. Deutsche Bank hasn't had to pony up its legal eagles yet because Apollo is doing the hard work for it.


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