Another day, another real estate deal for Edward Lampert and Sears Holdings Corp.
This story first appeared in the April 14, 2015 issue of WWD. Subscribe Today.
And for vendors who continue to ship to the beleaguered retailer, that means fewer assets to look to as Lampert unlocks more value from Sears’ real estate holdings, credit professionals said.
On Monday, Sears revealed it has inked another 50-50 venture real estate deal, this time with Simon Property Group. Sears will contribute 10 properties located at Simon malls valued at $228 million to the joint venture. The retailer will lease back those that contain Sears stores for an initial base rent of $13.4 million a year. In exchange, Simon has given Sears $114 million for its 50 percent interest in the venture.
Simon also agreed to invest in Seritage Growth Properties, Sears’ new real estate investment trust, in a $33 million private placement. Seritage, a Maryland trust company, will include 254 properties that operate as Sears and Kmart nameplates. As part of the structure, Sears will enter into a master agreement to lease back the properties from the REIT. Subscription rights to the REIT will be distributed to Sears shareholders on a pro-rata basis.
Separately, Simon has agreed to acquire a Sears property at the La Plaza Mall in McAllen, Tex. The price was not known at press time.
Sears disclosed a similar deal with General Growth Properties on April 1, in which the retailer contributed 12 stores valued at $330 million in exchange for
$165 million from GGP for its half stake. GGP also committed to investing $33 million to acquire Seritage common shares in a private placement.
According to credit professionals, all the real estate maneuvering means fewer assets will be available for unsecured creditors, such as vendors, down the road should Sears have to file for Chapter 11 bankruptcy protection when they try to get paid.
There’s been a concern among vendors and credit professionals that Sears has been burning cash at a faster pace, and that Lampert has stepped up the pace of deals to “unlock” value in the chain. Even with completion of the REIT, naysayers predict Sears will only have enough breathing room for another year or two before a potential bankruptcy filing.
In 2014, Sears raised $1.5 billion from spinning off Lands’ End, which generated a $500 million cash dividend; a $625 million senior rights offering, and another rights offering for $380 million in connection with Sears Canada. So far this year, the company will have raised $2.78 billion once Seritage is completed around June 1 — $2.5 billion from the REIT and $279 million from the two joint ventures. Separately, Sears plans to sell its 50 percent stake in the ventures to Seritage, raising another $279 million to add to the $2.78 billion for a total of $3.06 billion, barring any other transactions between now and June 1.
According to someone familiar with Sears’ operations, following completion of the deals and the REIT, Sears still will own 370 stores outright of the more than 1,700 Sears and Kmart stores in operation. This individual said “vendors should have nothing to worry about given that the company will have $3 billion to spend” once the REIT is completed. The source called the talk of a possible bankruptcy “absurd” and said “that talk was one way” to scare vendors and give those who lend money the “ability to charge more for their services.”
Sears’ chief financial officer, Robert Schriesheim, has said consistently, most recently in a March 19 blog post, that Sears “has an abundance of valuable assets in its portfolio, and we have proven time and time again that we have numerous levers at our disposal to generate substantial liquidity should we choose to do so.”
To be sure, there’s a concern that as Sears utilizes those levers, it will have fewer and fewer assets left to use. But perhaps that’s the whole point of the transformation exercise under Lampert’s watch as the company becomes “asset light.”
Shares of Sears rose 0.7 percent to close at $43.24 Monday in Nasdaq trading.
If Sears’ time has come and gone as a retailer, some believe its role could shift so that it becomes a landlord rather than a merchant. Craig Johnson, president of retail research firm Customer Growth Partners, said, “Sears doesn’t make money as a retailer, but does make some money as a landlord. About 1 percent of the stores are leased out, and it’s making more money [from renting] than from merchandise margins. If you have a retail lemon, you might as well turn it into retail lemonade.”
Still in development is Sears’ vision for its store at the Aventura Mall. In November, the firm said its plan for the South Florida site will feature an open-air, mixed-use “village” that includes a hotel, restaurants, shopping center tenants and underground and above-ground parking. Once fully realized, Sears can say it is also a developer.
Other sites considered valuable are those near or in a city that has both a big box and a parking lot. If those sites are redeveloped, they are likely to be more valuable as a real estate strategy than the current operations as a retailer, real estate sources said.
Sears has also said it will do more landlord deals as it converts some sites to third-party rentals. While that won’t make creditors and vendors — who might prefer to see more retail cash flow being generated — happy, shareholders and mall operators are likely to continue to applaud the cash-generating transactions from the real estate assets.
“If you are taking a longer-term outlook, having a growing company occupy those stores and drawing people to the malls is far better than having an ailing Sears store that nobody bothers to visit,” Johnson said.