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Contracts Keyed to Farnsworth
Snow Phipps Group, LLC v. KCAKE Acquisition, Inc.
Citation:
WL 1714202 (2021)Facts
In March 2020, Kohlberg agreed to acquire DecoPac from Snow Phipps for $550 million. Shortly after signing the agreement, the COVID-19 pandemic intensified in the United States, leading to widespread economic disruption. DecoPac experienced a temporary decline in sales as grocery stores focused on stocking essential items. Kohlberg became concerned about the transaction and directed its financial advisor to create pessimistic financial projections for DecoPac. Kohlberg then claimed that DecoPac had suffered a material adverse effect and breached its ordinary course covenant, using these claims as grounds to terminate the merger agreement. Additionally, Kohlberg failed to use reasonable best efforts to secure debt financing for the transaction, instead taking steps to undermine the financing process.
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