Jan 22, 2024 - Business

Macy's takeover battle could get hostile

Macy's store in New York City

Photo by Michael M. Santiago/Getty Images.

Macy's on Sunday night rejected a $5.8 billion takeover offer from Arkhouse and Brigade Capital Management, possibly setting up a hostile bid for the department store operator and Thanksgiving parade sponsor.

What to know: The sticking point seems to be more about financing than price, but the two sides can't agree on some basic facts.

  • In a statement, Arkhouse said: "Macy's advisors confirmed that they had no further questions regarding our financing."
  • Macy's replied: "Contrary to assertions by Arkhouse, Macy's Inc.'s financial advisors never stated there were no further questions regarding the financing plan."

Between the lines: If Arkhouse and Brigade had committed financing, then they would have (and certainly could have) said so.

  • Instead, they write that their financial adviser, Jefferies, "provided a highly confident letter supporting our ability to raise the necessary funds for the transaction."
  • I'm sure Jefferies is confident it could get the money. But that's different than having already done so, and it's also in banker DNA to sweet-talk clients.
  • Arkhouse and Macy's spokespeople declined to comment further.

By the numbers: Arkhouse and Brigade offered $21 per share on Dec. 1, representing a 32.7% premium to where Macy's stock opened that day. Macy's shares closed Friday at $18.32 and are up in Monday morning trading.

Look ahead: Arkhouse threatened to go direct to Macy's shareholders, if unable to begin negotiations that it says could result in a higher price.

  • It also wouldn't be surprising to see activist investor Arkhouse to seek a foothold on Macy's board, with nomination season at hand.

Zoom out: Macy's is struggling, despite relatively decent Q3 earnings, as evidenced by last week's decision to close five more stores and lay off more than 2,000 employees (which will disproportionately impact corporate staff).

The bottom line: What we really don't know yet is what Macy's board wants.

  • Perhaps it will seek to mimic what rival Kohl's did back in 2022, when it battened down the display windows by adopting a poison pill.
  • But that would ignore what's happened to Kohl's since, including around a 50% stock price decline and the departure of both its CEO and chairman.
  • Perhaps its true desire is for a white knight acquirer to arrive, preferably one that loves Macy's for more than just its real estate. In the meantime, Arkhouse is sharpening its sword.
Go deeper