Macy’s gets another, bigger bid from Arkhouse, Brigade Capital

A pair of investment firms sent a bigger buyout offer to Macy’s over the weekend.

The all-cash proposal to buy outstanding Macy’s shares at $24 per share came from Arkhouse Management and Brigade Capital Management.

“The Macy’s, Inc. Board will carefully review and evaluate the latest proposal consistent with the Board’s’ fiduciary duties and in consultation with its financial and legal advisors,” the retailer said on Sunday. “The Macy’s, Inc. Board has a proven track record of evaluating a broad range of options to create shareholder value, is open-minded about the best path to achieve this objective and is committed to continuing actions that it believes are in the best interests of the Company and all Macy’s, Inc. shareholders.”

It identified its financial advisers as Bank of America Securities and Wells Fargo and its legal adviser as Wachtell, Lipton, Rosen & Katz.

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Arkhouse and Brigade Capital said their $24-per-share price was “a 33.3% premium to where the Company’s shares closed” on Friday and “an increase of 14.3%” from their past offer. 

They have found “large global institutional financing sources” for each debt component of the proposed deal “with strong interest in finalizing commitments during a customary due diligence process,” the firms said. They “clarified” that half of the equity contribution involved in their offer will come from Fortress and OneIM. 

Their new offer comes over a month after their prior proposal, which involved a $21-per-share price, received a rejection from Macy’s.

The retailer’s board pointed to concerns about Arkhouse and Brigade Capital’s ability to finance their proposal and a “lack of compelling value” in it as reasons for why they decided in January not to move forward with considering the original offer.

Arkhouse and Brigade Capital said they decided to raise their offer after the retailer’s fourth-quarter and 2023 results “have given us further confidence in the long-term prospects of the company if redirected as a private company.” They also indicated a willingness to potentially go even higher.

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Those results, including $23.09 billion in annual net sales and $105 million in annual net income, coincided with Macy’s saying it would shutter 150 “underproductive” locations around the country by 2026’s year-end and further embrace its more luxurious Bloomingdale’s and Bluemercury brands. 

The company’s retail footprint spanned 718 stores as of Feb. 3. That total included about 500 under the Macy’s brand, nearly 60 under Bloomingdale’s and nearly 160 under Bluemercury.

CEO Tony Spring said the roughly 350 Macy’s stores it will keep operating “outperformed non-go-forward locations by approximately 500 basis points” in comparable sales and “the four-wall adjusted EBITDA rate outperformed by about 950 basis points” during fiscal 2023.

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The planned closures and other initiatives under Macy’s “bold new chapter” initiative “failed to inspire investors,” Arkhouse and Brigade Capital argued.

The investment firms also argued their latest offer “would provide Macy’s stockholders with significant value and immediate liquidity.”