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$10B-plus M&A slows after October's 2 mega energy deals

November did not match October when it came to large M&A deal announcements.

A private equity consortium's $15.11 billion bid for Adevinta ASA — a Norway-based owner of online classified sites — was the only $10 billion-plus global M&A deal announcement in November. October produced the two largest M&A announcements of the year in Exxon Mobil Corp.'s $65.32 billion deal for Pioneer Natural Resources Co. and Chevron Corp.'s $60.42 billion deal for Hess Corp.

Thanks to the October deals, the fourth quarter is on pace to produce the largest total transaction value of $10 billion-plus M&A announcements since 2022's second quarter finished with a value of $339.52 billion, according to S&P Global Market Intelligence data.

Still, the number of $10 billion-plus deals is on pace to fall in 2023 for the second straight year: There have been 18 announcements year to date through November, compared to 27 for the full year 2022 and 37 for the full year 2021.

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Mixed review

The fate of the Adevinta sale is unclear after the company's board offered a mixed assessment. The board said Adevinta can generate greater value over the long term than what is reflected in the bid from the private equity consortium. But the board also said the offer was within the range of what is fair and noted the deal may represent an attractive opportunity for shareholders who are looking to monetize their investment in the short term.

Shareholders will now vote on the deal. One of the company's shareholders, eBay Inc., supports the offer and noted that it would sell half of its Adevinta stake in the deal for roughly $2.2 billion.

"We would recognize immediate value in the short term, while continuing to maintain a financial interest in Adevinta," eBay President and CEO Jamie Iannone said in a Nov. 21 news release.

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Wide closing window

Exxon and Pioneer are prepared to work for some 18 months to close their deal agreement.

The companies expect the deal to close in the first half of 2024 but are prepared to extend the completion to April 2025, according to SEC filings. In contrast, the merger agreement between Hess and Chevron notes that the companies can extend the close to October 2024, which is 12 months after the announcement.

Michael O'Leary, a Hunton Andrews Kurth LLP partner focused on the energy industry, said it is prudent for companies to incorporate a long period from the extended close date in their deal filings, given the recent aggressiveness from US regulators to challenge transactions.

"April of 2025 is longer than needed, but rather than have to go back and seek an amendment to the merger agreement, they just may have agreed that is not an unreasonable timeframe," O'Leary said in an interview.

O'Leary said he doubts the Exxon-Pioneer deal will require a significant divestiture to garner regulatory approval. Still, antitrust concern has been a point of emphasis for President Biden's administration, which is aiming to push back on consolidation that it believes can hurt competition.

Jefferies analyst Lloyd Byrne, who covers the North American energy sector, expects the Exxon and Chevron acquisitions to receive regulatory approval but said there may still be requests for additional information.

"Everything gets looked at for sure," Byrne said.

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