Cohn Robbins Holdings (CRHC) Terminates Allwyn Deal

Cohn Robbins (NYSE:CRHC) announced over the weekend that it has jointly terminated its $9.3 billion combination with lottery operator Allwyn.

The move comes at the very end of the process for Cohn, whose shareholders approved the transaction on September 7. Cohn Robbins extended its transaction deadline from September 11 to December 11 on the same day, which appeared at the time to simply provide more cushion to clear regulatory hurdles and close the deal.

But, near-term market woes got in the way. The SPAC’s management noted in its release that “we have witnessed a pronounced negative turn in market psychology, and just last week the market suffered its worst day since June 2020, with the sharply negative trend continuing this week.”

Nonetheless, the team’s disappointment in the result is palpable in the release, noting that Allwyn “received strong indications of support during recent meetings with investors” who “offered commitments of almost $700m to support the combination“.

The deal included a minimum cash condition of $850 million and Cohn Robbins brought a $353 million PIPE and €323 million ($311 million) convertible note into the deal. But, it also saw 91% of shares redeemed at its completion vote.

Cohn Robbins will now “consider in due course” whether to seek an alternative business combination with less than three months left on the clock to do so. The Allwyn combination would have been the largest deal announced in 2022 to close by far.

The largest deal that has reached completion following a 2022 announcement is Social Capital Suvretta III’s $1.8 billion tie-up with ProKidney (NASDAQ:PROK). Goldenstone’s (NASDAQ:GDST) pending $3.6 billion merger with Roxe Holding is now the largest deal the working to close that was announced in 2022.