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Insights · Dead Deal Notes

Dead Deal Notes.
Why signed deals die, from the public record.

Ten deals that were signed and then died, or were cut in price before closing. Each one is told from court opinions, regulatory filings and company announcements, with the documents listed under it, and with our read on what would have surfaced the problem sooner.

Ten notes · Last updated October 14, 2026

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Public record

Drawn from the court opinions, filings and announcements listed under the note. Where those documents describe a cause, the note uses their description.

Reported

Reported anonymously or confidentially through the dead deal report, and published only with permission, with every identifying detail removed. None has been published yet.

Dead Deal Notes · The tally

What ended them.

Ten public cases, each counted once under the main cause the court or the filings give. Open a cause to see its deals.

Showing all 10 notes.

The notes.

One note at a time. Use the arrows, the keyboard or a swipe, or read them all as a list.

Note 1 of 10
Note 01Public record

IQVIA and Propel Media

Healthcare advertising technologyValue not disclosedAgreed July 2022Ended January 2024

How far it got
An agreement to buy substantially all of Propel’s assets, challenged by the Federal Trade Commission and halted by a federal court.
What broke
The FTC challenged the deal in July 2023, alleging that it would combine two of the top three providers of programmatic advertising aimed at health care professionals: Propel’s DeepIntent and IQVIA’s Lasso. On December 29, 2023, a federal judge in New York granted a preliminary injunction blocking the deal until the FTC’s own trial.
How it ended
IQVIA said in January 2024 that the agreement had been terminated in light of the court’s decision. The FTC dismissed its complaint on February 2, 2024.
Our read

When a deal puts two of the leading providers in one niche under one owner, the regulator’s view of that market is part of the price. That view can be drawn before the letter is signed, and the months it adds belong in the timeline from the start.

Counted asA regulator sued to block it

Sources
Note 02Public record

Option Care Health and Amedisys

Home health and hospiceAbout $3.6 billion including net debt, all stockSigned May 2023Ended June 2023

How far it got
Signed merger agreement, awaiting stockholder and regulatory approvals.
What broke
On May 26, 2023 Optum made an unsolicited all-cash proposal of $100 per share. The Amedisys board found that it could reasonably be expected to lead to a superior proposal. On June 26, 2023 Option Care and Amedisys signed a mutual termination agreement, and the same day Amedisys signed a merger agreement with UnitedHealth Group at $101 per share in cash, announced as a combination with Optum.
How it ended
Option Care received a $106 million termination fee, which UnitedHealth Group paid on behalf of Amedisys. The Department of Justice challenged the UnitedHealth Group deal in November 2024. On August 7, 2025, it filed a proposed settlement requiring the sale of 164 home health and hospice locations, and the deal closed on August 14, 2025.
Our read

A signed public deal still has a door open: the target’s board can take a better offer and pay the fee. A private owner usually signs exclusivity instead, which closes that door. The competition between buyers has to happen before the letter is signed, not after.

Counted asA better offer arrived

Sources
Note 03Public record

Visa and Plaid

Payments software$5.3 billionAnnounced January 2020Ended January 2021

How far it got
Definitive agreement announced, then sued by the Department of Justice.
What broke
On November 5, 2020, the Department of Justice sued to block the deal. It alleged that Visa holds a monopoly in online debit and that buying Plaid would eliminate a nascent competitor developing a lower-cost alternative.
How it ended
Visa and Plaid abandoned the merger on January 12, 2021, and the case was dismissed.
Our read

A regulator can object to what the target might become, not only to what it is today. When the buyer leads the market and the target could one day compete with it, the deal has to answer that question before it can close.

Counted asA regulator sued to block it

Sources
Note 04Public recordRepriced, not dead

Advent International and Forescout

Cybersecurity software$1.9 billion at $33.00 per share as signedSigned February 2020Closed August 2020 at $29.00 per share

How far it got
Signed merger agreement, approved by Forescout shareholders, with closing set for May 18, 2020.
What broke
On May 15, 2020 Advent told Forescout that it would not close on May 18, asserting that a material adverse effect had occurred. Forescout disputed this and sued in the Delaware Court of Chancery on May 19, 2020.
How it ended
Five days before the trial date of July 20, 2020, the parties signed an amended agreement at $29.00 per share, down from $33.00, and agreed to settle and dismiss the litigation. The deal closed on August 17, 2020.
Our read

Not every broken deal dies. Some are repriced, and the cut comes when the seller has the least room to refuse: after shareholder approval, with the closing date set. A seller who can show current results month by month, already reconciled, leaves a buyer less room to argue that the business has changed.

Counted asThe buyer claimed a material adverse effect

Sources
Note 05Public record

Mirae Asset and Strategic Hotels

Luxury hotels$5.8 billion for 15 hotelsSigned September 2019Ended May 2020

How far it got
Signed sale agreement. The closing set for April 17, 2020, did not take place.
What broke
In response to COVID-19 the seller changed how the hotels ran without the buyer’s consent. It closed two hotels entirely, severely limited operations at the other 13, and laid off or furloughed more than 5,200 full-time-equivalent employees. Separately, there were fraudulent deeds on some of the hotels, and the title insurers excluded them from coverage.
How it ended
The seller sued on April 27, 2020, and the buyer gave notice of termination on May 3, 2020. On November 30, 2020, the Court of Chancery held that the changes breached the seller’s covenant to run the hotels in the ordinary course, so the buyer had validly terminated. The Delaware Supreme Court affirmed on December 8, 2021, holding that the covenant applied on its own terms, separately from the agreement’s material adverse effect clause.
Our read

What a seller does between signing and closing is part of the deal. A covenant to run the business in the ordinary course means what the agreement says, and a sensible response to a crisis can still breach it if the buyer has not consented.

Counted asThe seller changed the business before closing

Sources
Note 06Public record

Vintage Capital and Rent-A-Center

Rent-to-own retailAbout $1.365 billion including net debt, at $15.00 per shareSigned June 2018Ended December 2018

How far it got
Signed merger agreement, not closed by the end date of December 17, 2018.
What broke
Either side could extend the end date by written notice delivered by 11:59 p.m. Eastern time on December 17, 2018. Vintage did not deliver one, and Rent-A-Center terminated the agreement by email at 6:55 a.m. the next morning.
How it ended
On March 14, 2019, the Court of Chancery held that Rent-A-Center had validly terminated. The $126.5 million reverse termination fee was left for later argument, and in April 2019 Rent-A-Center settled all of the litigation, receiving $92.5 million in cash.
Our read

Deals die on process as well as on findings. Every date and notice in a signed agreement is a right that someone can use, and the side that keeps the calendar has choices the other side does not.

Counted asA missed deadline or notice

Sources
Note 07Public record

Fresenius Kabi and Akorn

Generic pharmaceuticalsAbout $4.3 billion plus about $450 million of assumed debtSigned April 2017Ended April 2018

How far it got
Signed merger agreement, approved by Akorn shareholders in July 2017.
What broke
After signing, Akorn’s results fell sharply. Whistleblower letters led to an investigation that found serious and pervasive data integrity problems at Akorn. Fresenius terminated the agreement on April 22, 2018.
How it ended
On October 1, 2018, the Court of Chancery held that Fresenius had validly terminated: Akorn had suffered a material adverse effect, and its representations about regulatory compliance were inaccurate in a way that would reasonably be expected to cause one. It was described at the time as the first Delaware decision to let a buyer walk away on that ground. The Delaware Supreme Court affirmed on December 7, 2018.
Our read

Data integrity is a compliance question, not an earnings question, and earnings work alone would not have found it. In a regulated business a buyer reads the licenses, the filings and the inspection record as closely as the financial statements. The owner who reads them first decides what is found, and when.

Counted asA compliance or contract finding

Sources
Note 08Public record

Anthem and Cigna

Health insurance$54.2 billion enterprise valueSigned July 2015Ended May 2017

How far it got
Signed merger agreement, sued by the Department of Justice and state attorneys general, then enjoined by a federal court.
What broke
In July 2016 the Department of Justice and state attorneys general sued to block the merger, alleging that it would substantially reduce competition in commercial health coverage. A federal judge in Washington, D.C. enjoined it on February 8, 2017, and the appeals court affirmed in April 2017.
How it ended
Cigna gave notice of termination on February 14, 2017 and sued in Delaware for the $1.85 billion reverse termination fee and more than $13 billion in damages. The Court of Chancery temporarily barred Cigna from terminating. After the appeals court ruled, Anthem delivered its own notice of termination on May 12, 2017. On August 31, 2020, the Court of Chancery held that neither side could recover from the other, and the Delaware Supreme Court affirmed on May 3, 2021.
Our read

A deal that never closed produced more than four years of litigation. Once a deal is contested, every dispute runs through the efforts clauses and the fee clauses, so they deserve the same reading as the price.

Counted asA regulator sued to block it

Sources
Note 09Public record

Apollo Tyres and Cooper Tire

Tire manufacturingAbout $2.5 billion, $35.00 per share in cashSigned June 2013Ended December 2013

How far it got
Signed merger agreement. It never closed.
What broke
A labor arbitrator ruled that the merger could not close until Apollo reached agreement with the United Steelworkers union, and no agreement was reached. In China, workers at Cooper’s joint-venture plant, acting at the direction of the minority partner’s chairman, seized the plant: it stopped making Cooper-branded tires and kept Cooper’s staff from its records and facilities. Cooper terminated the agreement on December 30, 2013, saying it had been notified that financing for the deal was no longer available.
How it ended
In November 2013 the Court of Chancery found that Apollo had not breached its obligations over the union talks and declined to order the deal closed. In October 2014 it held that Cooper had not kept its joint venture operating in the ordinary course, so the conditions to closing were not met, a finding the court said would likely decide Cooper’s claim to the reverse termination fee. Cooper appealed, and the case was dismissed by agreement in December 2014.
Our read

Two things outside the financial statements decided this deal: a labor agreement whose terms reached the change of ownership, and a plant the seller did not control on its own. Which agreements need consent when ownership changes, and who controls each part of the business, are questions a buyer will ask. They are cheaper to answer before the letter.

Counted asA compliance or contract finding

Sources
Note 10Public record

J.C. Flowers group and Sallie Mae

Student lendingAbout $25 billion, $60.00 per shareSigned April 2007Ended January 2008

How far it got
Signed merger agreement, approved by SLM shareholders on August 15, 2007.
What broke
The buyer group, led by J.C. Flowers & Co. with Friedman Fleischer & Lowe, Bank of America and JPMorgan Chase, said the conditions to closing would not be met, asserting that a material adverse effect had occurred and pointing to federal student loan legislation then pending and to changes in the legislative and economic environment. The merger agreement dealt with changes in education finance law in specific terms, and Sallie Mae asked the court to rule on what its definition of a material adverse effect covered.
How it ended
Sallie Mae sued the buyer group in the Delaware Court of Chancery in October 2007, with a $900 million reverse termination fee at stake. On January 25, 2008, the parties signed a settlement that terminated the merger agreement and dismissed the lawsuit and all counterclaims.
Our read

A change in the law between signing and closing can reopen the price. What the material adverse effect clause leaves out decides who carries that risk, and it deserves as much reading as the number at the top of the agreement.

Counted asThe buyer claimed a material adverse effect

Sources
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Dead Deal Notes · For comparison

Public cases are the large ones. The lower middle market dies quietly.

Public cases lean toward large deals and toward the disputes that reach a court or a regulator. Many lower-middle-market deals die in diligence, under exclusivity, and no court ever hears about them. This is the closest published view of that market: seventy-five letters of intent that were signed and then collapsed, and the reasons they collapsed, as reported.

25.3%
A finding outside the quality-of-earnings workA license, a contract, a compliance gap, a customer concentration. Two of the ten public notes ended on a finding of this kind.
21.3%
The earnings were not what was presentedAdjusted earnings did not survive contact with the source documents.
14.7%
The renegotiation that followedThe finding did not kill the deal. The argument about the price after it did.

A lower-middle-market deal platform’s published study of broken letters of intent, January 27, 2026: seventy-five broken letters across eight buyer types and eight industries. The percentages are separate reported categories and are not summed here.

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Capital Row was not involved in any of the transactions described on this page. Each note summarizes public court opinions, regulatory filings and company announcements, which are listed under it, and dates and amounts are as those documents state them. Our read is Capital Row’s opinion. General information only; not legal, tax or accounting advice.