Macy’s Inc. has another shareholder on its case. And right out of the gate, he’s stating that the department store could be a takeover candidate.
Greenlight Capital, led by David Einhorn, said in a letter to investors on Tuesday, that it took a stake in Macy’s and that the retailer is a candidate to be taken over by a private equity firm and a real estate investment trust.
Macy’s had no comment Tuesday on the Greenlight Capital stake. Einhorn could not be reached for comment late Tuesday afternoon.
The amount of Greenlight Capital’s investment was not known. If it’s significant, the amount would not become public until a filing is made with the Securities and Exchange Commission. The investment was made in the fourth quarter.
Macy’s real estate holdings are said to be valued at $21 billion. The retailer has said in the past that its real estate strategy is to have a “mix of owned and leased stores in order to maximize both profitability and operational flexibility.”
In the letter sent to shareholders, which recapped the fourth quarter, Greenlight Capital disclosed that it ended the quarter with a stake in Macy’s. An excerpt from the letter on its long positions — the entire document was posted on the ValueWalk Web site — stated: “We established a position in Macy’s, the operator of about 900 Macy’s, Bloomingdale’s and Bluemercury stores, at an average price of $45.69. Earlier in 2015, with the stock at $70, an activist argued that the store real estate could be separated to unleash a valuation in excess of $125 per share. Management determined whole-company REIT wouldn’t provide the required operational flexibility. Now, with the stock closing the year at $34.98, the math might make more sense. While it’s unlikely that management will reverse course on its own, it wouldn’t surprise us if a private equity firm teamed up with a REIT to buy the company and unlock the value privately.”
The letter went on to say that even if the speculated team up doesn’t happen, the “shares are cheap at five times EBITDA, seven times equity free cash flow, and less than nine times 2015 EPS, with a healthy balance sheet and strong history of share repurchases. We think a portion of the recent sales weakness was driven by unseasonably warm weather and a strong dollar impacting tourist business, which should set up for favorable comparisons in 2016.”
Greenlight Capital, a hedge fund founded by Einhorn in 1996, uses a long/short strategy. Einhorn manages nearly $4.1 billion of investment capital.
Greenlight’s larger holdings include Apple Inc., General Motors Corp. and Time Warner Inc., while smaller stakes include Bank of New York, IAC/InterActiveCorp. and Yahoo, among others. Most of its positions are weighted in technology, although there are also decent-sized stakes in the services and consumer cyclical sectors.
The stake in Macy’s isn’t Greenlight’s first dabble in fashion and retail. In a filing with the SEC reflecting holdings as of Sept. 30, the fund listed a stake in Michael Kors Holdings on the fashion side, at seven million shares, and in Dillard’s Inc. on the retail side, at 1.2 million shares. Both are long-term holdings of the fund. Overall, the fund at the end of September had positions in 47 companies.
That same filing showed the fund at one point held one million shares in Macy’s, but had taken that position down to zero. It wasn’t immediately clear through an initial review of SEC filings from the last few years when the fund had acquired those shares and when it had disposed of that position.
Macy’s stock has halved over the past year and closed on Tuesday down 2.3 percent to $38.76. The low stock price, as well as Macy’s substantial real estate holdings, including flagships in Manhattan, San Francisco, Chicago and Minneapolis, has been spurring activist investor interest.
Another activist investor, Starboard Value, has been urging Macy’s since last year to find ways to unlock value in its real estate and further its cost-cutting activities. Macy’s has nixed the idea of creating a REIT, but is open to the idea of joint-venture partners. Starboard has Macy’s combined value of its real estate at $21 billion, with the Herald Square flagship at $4 billion and the San Francisco and Chicago properties at more than $1 billion. The 400 mall sites are about $13 billion, according to Starboard’s estimate.
Credit analysts last year said pursuing a REIT could curtail Macy’s financial flexibility. Possible REIT scenarios could have the retailer maintaining its credit metrics, but it would come at the expense of its financial flexibility mostly because the move would create a “potentially long-term burden for Macy’s rental obligations,” one Moody’s Investors Service analyst said at the time. That concern doesn’t seem to be stopping activists from continuing their push for some kind of real estate play.
Last week, Starboard’s Jeffrey Smith sent a letter to Macy’s chairman and chief executive officer Terry J. Lundgren and chief financial officer Karen Hoguet, urging the retailer to find additional expense reductions. The company earlier this month said it would cut $400 million in expenses and also look more into the possibility of creating real estate joint ventures.
Starboard’s Smith wrote that pursuing joint ventures is the “most prudent step for Macy’s at this time to create significant value for shareholders.”
He cited the “wide discrepancy between the value of the real estate and the current enterprise of the company.”
“We appreciate the input from all of our shareholders, including Starboard,” Macy’s said last week. “The viewpoint expressed by Starboard is consistent with actions already under way at Macy’s to explore joint venture and other potential relationships related to the company’s real estate and to improve our profitability from operations. We look forward to continued dialogue with Starboard and other shareholders.”
Macy’s has hired Eastdil Secured, a real estate-focused investment bank, to approach potential interested parties, with assistance from Credit Suisse and Goldman Sachs, regarding forming partnerships or joint ventures for the retailer’s mall-based properties, as well as Macy’s flagships.
Eastdil joined the squadron of experts in the areas of banking, real estate, law and tax that are helping Macy’s examine how to get the most out of its real estate assets. Tishman Speyer has expressed interest in pursuing partnerships on the four flagship locations and is redeveloping Macy’s downtown Brooklyn flagship.
In a recent WWD interview, Lundgren revealed that some shareholders are in his camp and that meeting with Starboard has not been contentious.
Investors who could be characterized as activists control 3.1 percent of the company’s stock, according to a recent report from S&P Capital IQ. While that’s not a commanding position, activists can sway larger institutional shareholders who can force issues, ultimately voting for change at annual meetings.
Macy’s bylaws state that investors wanting to bring business before other stockholders must give written notice at least 60 days before the annual meeting, which Macy’s conducts in May.
In the retail world, moving real estate assets into a REIT seem to be the trend du jour of late as a way of unlocking asset value. Last year, Sears Holdings Inc. has completed the spin-off of some of its real estate into a REIT called Seritage Growth Properties, while Hudson’s Bay Co. and Simon Property Group, also last year, created a $1.8 billion joint venture in connection with some of Hudson’s Bay properties, including the Saks Fifth Avenue Beverly Hills flagship and the Westchester and Manhasset, N.Y., Lord & Taylor stores. The joint venture does not include Saks’ Manhattan flagship or the Lord & Taylor store on Fifth Avenue.