Macy’s, Inc. reported that its Board of Directors received notice from Arkhouse Management Co. LP that it nominated nine individuals for election to the Macy’s, Inc. Board of Directors at its 2024 Annual Meeting.
Arkhouse Management, a real-estate-focused investment firm, and Brigade Capital Management, a global asset manager, offered $21 a share for Macy’s on December 1, 2023. The investor group also has a stake in Macy’s through Arkhouse-managed funds and has discussed the proposal with the retail chain, whose Board subsequently met to discuss the offer.
Macy’s formally rejected the $5.8 billion bid from Arkhouse and hedge fund Brigade Capital on January 21. Financing, or the lack of a solid plan to secure it, was called out as the primary reason.
Macy’s, Inc. issued the following statement following the receipt of the candidates:
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Macy’s, Inc. has a diverse, experienced and engaged Board that collectively bring expertise in areas relevant to Macy’s, Inc.’s business, strategy and guiding the Company in creating shareholder value. Our Board of Directors and management team are open to value-creation opportunities, and we have a proven track record of evaluating a broad range of options with that objective in mind.
Over the past year as part of our leadership succession plan, our Board, together with our management team, has taken a critical look across all aspects of our business to develop a forward-looking strategy that leverages our strengths, heritage, and previous investments with a focus on customer experience across omni-channel nameplates and platforms. We look forward to sharing more on this value-creating strategy as part of our fourth quarter and full year 2023 earnings report.
These director nominations by Arkhouse follow the December 1, 2023 unsolicited, non-binding proposal from Arkhouse and Brigade to acquire all of the outstanding shares of the Company for $21.00 per share in cash. In regard to the proposal:
As previously announced, upon receipt of the proposal and consistent with its fiduciary duties, the Board conducted a careful review of the proposal in consultation with its independent legal, financial and real estate advisors.
Given concerns by the Board and our advisors about Arkhouse and Brigade’s ability to successfully execute the financing plan included with their proposal, we requested additional information, but such limited additional information provided by Arkhouse, Brigade and their financial advisor failed to address the Board’s concerns.
Ultimately, the Board determined that the proposal was not actionable and lacked compelling value.
Subsequently, and in keeping with the Board and management team’s openness to considering opportunities to enhance shareholder value, we directed our financial advisors to engage again with Arkhouse and Brigade’s financial advisor. The purpose of our outreach was to provide further clarity for Arkhouse and Brigade regarding the types of additional financing information they could provide to potentially advance discussions with the Board.
Rather than make any attempt to provide additional information, Arkhouse instead sent a letter to our Board on Sunday, February 11, 2024, requesting we extend our director nomination window by 10 days and claiming inaccurately that they had responded to any outstanding issues.
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Macy’s said that Arkhouse and Brigade have yet to provide financing details that would enhance the actionability of their proposal despite multiple opportunities, and instead of attempting a constructive dialogue, Arkhouse chose to launch a proxy contest.
Notwithstanding the sole objective of Arkhouse, which is a sale of Macy’s, Inc., its Nominating and Corporate Governance Committee will evaluate Arkhouse’s director candidates.
“We value the perspectives of Macy’s, Inc. shareholders and look forward to an ongoing dialogue with them about our performance, strategic direction and value creation opportunities,” the retailer said in its statement. “The Board and management team will continue to take actions that we believe are in the best interests of the company and all of our shareholders.”
Macy’s said its Board would present recommendations concerning the election of directors in the company’s proxy statement, which will be filed with the Securities and Exchange Commission ahead of the company’s 2024 Annual Meeting.
Macy’s has not finalized its 2024 Annual Meeting date.
Bank of America Securities and Wells Fargo are acting as financial advisors, and Wachtell, Lipton, Rosen, and Katz are the legal advisors.
Image courtesy Macy’s Inc.
See below for more SGB Media coverage of the Macy’s buyout conversation.
Macy’s Rejects $5.8 Billion Buyout Offer, Citing Financing Concerns
