The buyers lost their appetite for the deal shortly after signing it . . .

. . . [A]t the outset of the COVID-19 pandemic, the defendant-buyers agreed to acquire DecoPac from the plaintiff-seller. The buyers entered into a debt commitment letter and committed to use their reasonable best efforts to work toward a definitive credit agreement on the terms set forth in the debt commitment letter. They also agreed to seek alternative financing if the committed funds became unavailable.
 
The buyers lost their appetite for the deal shortly after signing it, as government entities issued stay-at-home orders around the country and DecoPac’s weekly sales declined precipitously. . . .
 
Rather than use reasonable best efforts to work toward a definitive credit agreement, the buyers called their litigation counsel and began evaluating ways to get out of the deal. Without input from DecoPac management, they prepared a draconian reforecast of DecoPac’s projected sales based on uninformed (and largely unexplained) assumptions that were inconsistent with real-time sales data. They sent this reforecast to their lenders with demands for more favorable debt financing terms. When the lenders refused the buyers’ demands, the buyers informed the seller that debt funding was no longer available. . . .
 
. . . Perhaps there is a greater need to celebrate the milestones of life amidst the tragedy of a pandemic. Or perhaps humans simply have an insatiable desire for decorated cakes. Whatever the reason, DecoPac’s precipitous decline in performance proved a momentarily blip. . . .
 
At trial, the plaintiffs proved that DecoPac did not breach the [Material Adverse Effect] representation, given the durational insignificance and corresponding immateriality of the decline in sales. They also proved that, even if it was reasonable to expect that these sales declines would give rise to an MAE, the seller-friendly exception for events “related to” government orders applied, and DecoPac had not suffered disproportionately to comparable companies. The plaintiffs likewise demonstrated that DecoPac operated in the ordinary course of business in all material respects. The plaintiffs further proved that the buyers breached their obligation to use reasonable best efforts in connection with the debt financing.
 
. . . [T]he buyers claim that, despite these holdings, it need not close. They rely on a contractual exception to the parties’ agreement conditioning the seller’s right to specific performance on fully funded debt financing. Because there is no debt financing in place, the buyers argue that the court may not grant specific performance. The court disagrees. Applying the prevention doctrine, this decision deems the debt financing condition met because the buyers contributed materially to lack of debt financing by breaching their reasonable-best-efforts obligation.
 
Chalking up a victory for deal certainty, this post-trial decision resolves all issues in favor of the seller and orders the buyers to close on the purchase agreement. 

Comparing DecoPac’s performance against that of the sellers in IBP and Akorn confirms that DecoPac was not reasonably likely to experience a material adverse effect. As in IBP, DecoPac experienced a precipitous drop but then rebounded in the two weeks immediately prior to termination and was projected to continue recovering through the following year. And unlike in Akorn, DecoPac was not projected to face a “sustained drop” in business performance.