From "the Deal Book" For its part, Pep Boys attributed its loss to ordinary items rather than anything out of the norm that would derail the buyout. Furthermore, the company says the factors leading to that loss should have been known to the Gores Group before it signed the deal, and that language in its merger agreement specifically excludes meeting analyst or internal expectations of earnings or revenue as grounds to call a MAC.
the earnings miss wasn't a MAC but that won't prevent gores from (1) claiming it was and/or (2) paying the $50 million to walk. gores fully knew that PBY had a deteriorating business, which was why they dropped their price in the beginning of january. PBY still made money and the revenue was almost the same as last year so it's not like there was an implosion. if gores does walk, it is going to have a very hard time going forward convincing anyone to sell to them.