Macy’s ends buyout talks with Arkhouse and Brigade after months of negotiations

Department store Macy’s said Monday its board has unanimously decided to end negotiations with the activist group that had been looking to take the retailer private for roughly $6.9 billion, saying in a statement that questions on financing and premium were insurmountable.

“We have concluded that Arkhouse and Brigade’s proposal lacks certainty of financing and does not deliver compelling value,” Macy’s lead independent director Paul Varga said in a press release.

Arkhouse and Brigade had for months been attempting to buy out the storied retailer. Earlier this month, the bidders increased their offer to $24.80 per share, the latest in a series of price hikes since they first launched their takeover effort last year.

Macy’s said the company had gone “well beyond what is customarily required” in a due diligence period, offering the bidder group store-by-store profit and loss information and leases for each location. The company also noted that Arkhouse and Brigade had been allowed to share that confidential information with more than a dozen “credible financing sources.”

Arkhouse, after its initial efforts had been rebuffed, said earlier this year it intended to mount a proxy fight for control of Macy’s. The two sides were able to reach a settlement in April, adding two independent directors to the Macy’s board.

Arkhouse did not immediately respond to CNBC’s request for comment. Shares of Macy’s fell roughly 14% in early trading Monday.

Macy’s is in the middle of a turnaround effort led by CEO Tony Spring, who stepped into the top job in February. The department store operator announced earlier this year that it would close about 150 of its namesake stores and open new locations of Bloomingdale’s and Bluemercury, its two brands that have put up stronger results. It is also opening smaller Macy’s locations in bustling strip malls in the suburbs.

But the legacy department store operator’s efforts to grow sales have been stymied by high inflation, as consumers became more selective about spending on discretionary items. Macy’s has had to fight to stay relevant, too, as younger shoppers turn to online players such as Shein, big-box stores such as Target and off-price chains such as T.J. Maxx instead of department stores.

For the fiscal year, Macy’s expects net sales to range between $22.3 billion and $22.9 billion, which would be a drop from $23.09 billion in 2023. It expects comparable sales, which take out the effect of store openings and closures, to range from a decline of about 1% to a gain of 1.5% on an owned-plus-licensed basis and including third-party marketplace sales.

On an earnings call in late May, Spring said Macy’s is in the “early innings” of revitalizing its namesake stores. Yet, he pointed to better sales results at the first 50 stores where Macy’s had invested in more staffing, sharper merchandise displays and special events.

Prior to Monday’s losses, shares of Macy’s had fallen about 5% so far in 2024 for a market value of roughly $5 billion, trailing behind the S&P 500’s roughly 18% gain during the same period.

Arkhouse is a well-known real estate investment firm led by Gavriel Kahane and Jonathon Blackwell. While it is not a conventional activist investing firm, it has made a handful of unsolicited bids for REITs over the past few years. Brigade Capital Management focuses on retail companies, and has previously invested in names such as Sears and Neiman Marcus.

Together, the bidding group sought to unlock what it saw as trapped value inside Macy’s real estate holdings, while simultaneously overhauling the company’s operations. Other department store names have been activist targets in the recent past for similar reasons. In 2022, activist fund Macellum urged Kohl’s to sell itself.