NEW YORK — In a complicated three-step deal, Federated Department Stores Inc. will sell off its credit card portfolio, including its receivables and those from May Department Stores Inc., to Citigroup for about $4.5 billion.

The sale will help fund and pay off the debt from Federated’s $17 billion acquisition of May, expected to be completed in November. It could also help Federated buy back stock.

Citigroup will operate Federated’s proprietary and cobranded Visa credit card businesses and provide Federated with payments based on sales through those cards and other performance metrics of the credit portfolio after the receivables sale is completed. In addition, the two companies will collaborate on marketing initiatives. The payments will continue for 10 years; the deal includes an option to renew for three more years.

Federated’s Financial, Administrative and Credit Services division, in suburban Cincinnati, will continue to manage customer service functions. No job losses are expected and no changes are planned to Federated’s credit card or loyalty programs.

“It’s a big, up-front chunk of change that Federated can use to expand and improve their primary business — retail — and to deleverage its balance sheet from debt service for the May acquisition,” said Arnold Aronson, managing director of retail strategies, Kurt Salmon Associates.

The deal is complicated because it has three separate closings. First, it involves selling Federated’s proprietary and Visa credit operations to Citigroup.

Secondly, some of the receivables generated by Federated’s retail operations have long been owned by General Electric Capital Corp. The GECC portfolio, with $1.2 billion in receivables at the end of Federated’s fiscal 2004, will be bought back by Federated and then resold to Citigroup.

And thirdly, Federated said within 12 months following the May closing it will sell to Citigroup the May credit portfolio, which included $2.2 billion in receivables at yearend. “This series of transactions leaves us in a great position,” said Karen Hoguet, Federated’s executive vice president and chief financial officer, during a conference call Thursday. She said it will enable Federated to still provide “high-level service” to its credit customers, and will “strengthen our balance sheet in a material way.” Furthermore, the deal enables Federated to continue to participate in the profitability of the credit card business, she added.

This story first appeared in the June 3, 2005 issue of WWD. Subscribe Today.

Hoguet said its arrangement with GECC was coming to an end early next year anyway. However, “we were not just looking to sell the credit card business. We were looking to see if we could find a partner … and forge a new and deep long-term relationship beneficial to customers and top-line sales.” She characterized Citigroup as the largest issuer of credit cards in the U.S., with 120 million accounts.

Federated, with corporate offices in Cincinnati and New York, has annual sales exceeding $15.6 billion. With the acquisition of May, sales will exceed $30 billion and Federated will operate more than 950 department stores and about 700 bridal and formalwear stores. In addition, Federated will be operating stores in 15 more states, adding to its existing 34-state base. Alaska will be the only state in which Federated will not have a presence. However, the combination is under governmental review and it is expected that Federated will have to shed many stores in malls, possibly around 100.

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