(May 13): Carlyle Group Inc. and Singapore sovereign-wealth fund GIC Pte. are using fake excuses to renege on buying a 20% stake in American Express Global Business Travel, according to an unsealed lawsuit.
See also: GIC joins other big name investors to acquire stake in American Express travel unit
A unit of the Qatar Investment Authority claims that Carlyle’s losses from the coronavirus left it with a whopping case of buyer’s remorse and prompted its attempt to scrap the stock purchase, which had valued the travel entity at $5 billion when it was announced in 2019. The case was unsealed Monday.
“The Carlyle Group’s losses do not provide defendants with a basis to withdraw from the transaction,” Juweel Investors Ltd., a unit of the Qatari investment fund, said in the lawsuit, filed Tuesday in Delaware Chancery Court. The investment fund has “cobbled together a series of pretextual and transparently false excuses to justify their refusal to close” the deal, Juweel said.
The dispute is among a half-dozen busted-deal cases tied to Covid-19 that have found their way to Delaware’s business court. The state is the corporate home to more than half of U.S. public companies and more than 60% of Fortune 500 firms. Chancery court judges hear cases without juries and can’t award punitive damages.
Price Rose
In its complaint, Juweel said Carlyle and GIC balked after the price of the deal rose when AmEx GBT sought to use a portion of the proceeds to cover operating losses tied to the pandemic. Juweel said the purchase agreement didn’t bar it from using the proceeds to fund its operations.
“The sellers violated several terms of the purchase agreement and as a result we are seeking a judicial confirmation that we have no obligation to close the transaction,” Brittany Berliner, a spokeswoman for Carlyle, said in an emailed statement.
Jason Leow, a spokesman for the Singapore sovereign wealth fund, didn’t immediately respond to an email requesting comment sent outside normal business hours.
The pandemic has roiled the travel industry, with companies suffering huge revenue drops, prompting worker layoffs. AmEx GBT offers travel services primarily to businesses that book airfare and hotel rooms.
The travel business was growing before Covid-19, generating $5.7 trillion in annual revenue and creating 319 million jobs. Companies spent more than $305 billion on travel in 2018, a 4.5% gain from the year earlier, according to Bloomberg Intelligence, citing data from the Global Business Travel Association.
Carlyle and GIC say the economic body blows the U.S. economy suffered from the virus amount to a “material adverse effect” under the stock-purchase agreement that allows them to scuttle the deal, Juweel said in the complaint. The funds have countersued to get a judge to approve their decision to pull out.
But the unit of the Qatari fund counters the stock-purchase agreement contains provisions that rule out a material adverse effect based on “any disruption” to the U.S. “financial, banking or securities markets,” according to the lawsuit.
Juweel officials have asked Chancery Judge Joseph Slights III to put the lawsuit on a fast track for trial because of worries about missing a June financing deadline. The judge is scheduled to hear Juweel’s request at a May 14 hearing.
The case is Juweel Investors Limited v. Carlyle Roundtrip, LP, No. 2020-0338, Delaware Chancery Court (Dover).
