Last month, Verizon announced plans to acquire videoconferencing firm Blue Jeans for under $500 million. The deal stands out as one of the few upper middle market transactions announced in the US since the coronavirus pandemic began to significantly impact the economy.

In recent months, the coronavirus pandemic has driven a substantial slowdown in M&A activity. However, the Blue Jeans acquisition has a number of attributes that make it the kind of deal we expect to get done even as current uncertainty continues:

• Clear strategic fit – The use of remote networking tools is surging in response to the coronavirus pandemic. This gives the deal an obvious strategic benefit for both parties. Through the merger, Blue Jeans will receive a major partner to help it take on competitors like Zoom. Verizon will gain additional capabilities to compete with firms like Microsoft and Google, along with the ability to expand its enterprise offerings as it rolls out improved 5G.
• Factors enabling an abridged or remote due diligence process – Verizon was a distributor for Blue Jeans, giving it a deep understanding of the firm’s business case. In addition, the parties had reportedly been discussing a transaction since last year, and significant due diligence had likely been completed before stay-at-home orders made in-person diligence nearly impossible. Further, the business model appears relatively “asset-light” with few physical assets. Since its key assets are digital or IP based, they can likely be assessed remotely.
• Type of business – The firm’s core product is in demand right now, which eliminates some of the valuation disconnects buyers and sellers may have in the current environment, where buyers are concerned about a protracted downturn while sellers are hopeful for a quick, V-shaped recovery.
• No debt financing required – The debt financing market for middle market transactions has largely been shut down since the pandemic got underway in the US, other than for very secure debt issuers. As a result, acquisitions in this environment need to be funded using cash, existing revolving credit facilities or other creative methodologies. Verizon would be able to fund this transaction using cash on hand.

For the immediate future, we expect additional M&A activity to look a lot like the Blue Jeans deal. Any deals able to be completed will have some or all of the above characteristics.

With all the uncertainty in the current deal environment, buyers should be more focused than ever on protecting themselves against unexpected, undisclosed problems at target companies. Reps and warranties insurance can play a critical role in this risk mitigation strategy. It’s worth noting that Euclid Transactional had no involvement in this specific deal, nor do we know if RWI was used.