Kohl’s Pulls Out of Talks With Franchise to Sell Itself, Lowers Outlook

Kohl’s has withdrawn from exclusive talks with a suitor to sell itself, the department store retailer announced on Friday.

The Menomonee Falls, Wis.-based retailer announced in early June that it entered into exclusive negotiations with Franchise Group Inc. for a three-week period to discuss an offer to sell Kohl’s for $60 per share. The three-week period was meant to allow both parties and their partners enough time to complete negations for the sale, Kohl’s said.

Franchise Group, the owner and operator of retail chains including the The Vitamin Shoppe, Buddy’s Home Furnishings and Pet Supplies Plus, reportedly placed a $9 billion offer to acquire Kohl’s in April at a deal priced at $69 per share. According to a filing with the SEC on Thursday, Franchise Group made a renewed bid at around $60 per share on June 6 and revised that to $53 per share on June 29. The Kohl’s board met the next day to discuss this offer and ultimately decided to reject it.

“In light of the current financing and retail environment, which has significantly deteriorated since the beginning of the process, the Board unanimously determined that it was no longer prudent to continue its process and that it is in the best interest of shareholders for management to continue to execute the Company’s strategic plan on a standalone basis,” Kohl’s wrote in the filing.

Kohl’s added that its board is still “open to any opportunities to maximize shareholder value.”

Kohl’s chair Peter Boneparth said the company had engaged with more than 25 parties before decided to enter exclusive talks with Franchise Group. Kohl’s had reportedly received an offer from private-equity firm Sycamore Partners at a deal priced in the mid-$50s per share, which had fallen below an initial bid from this party at about $65 per share.

Other interested parties have reportedly included Simon Property and Brookfield Asset Management, the owners of department store chain JCPenney, and HBC’s Hudson’s Bay Co., which owns Hudson’s Bay and Saks.

“Despite a concerted effort on both sides, the current financing and retail environment created significant obstacles to reaching an acceptable and fully executable agreement,” Boneparth said. “Given the environment and market volatility, the Board determined that it simply was not prudent to continue pursuing a deal.”

Kohl’s also downgraded its outlook for Q2, citing “macroeconomic issues” such as inflation and a slowdown in consumer spending. Kohl’s expects sales to be down in the high-single digits for Q2, compared to its previous expectation of down in the low-single digits compared to last year.

Kohl’s reported a decrease in net sales and comparable sales in Q1. Net income came in flat compared to the same period last year at $14 million in the first quarter of 2022.

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