DEFA14A: Macy's Confirms Receipt of Revised Acquisition Proposal from Arkhouse and Brigade at $24 Per Share

Macy's has received a revised, unsolicited, non-binding proposal from Arkhouse and Brigade to acquire all outstanding shares for $24.00 per share in cash and will evaluate the offer.

Summary

• Macy's, Inc. has confirmed receipt of a revised, unsolicited, non-binding proposal from Arkhouse Management Co. LP and Brigade Capital Management, LP to acquire all outstanding shares of the company.
• The proposed acquisition price is $24.00 per share in cash.
• The Macy's Board of Directors will carefully review and evaluate the proposal in consultation with its financial and legal advisors.
• The company states that the Board is open-minded about the best path to create shareholder value and is committed to taking actions in the best interests of the company and all shareholders.
• Macy's does not intend to comment further until the Board has completed its review.
• Bank of America Securities and Wells Fargo are acting as financial advisors, and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Macy's.

Sentiment

Score: 6

Explanation: The sentiment is neutral. While an acquisition offer can be positive, it's non-binding and subject to Board review. The company's language is cautious and doesn't express strong optimism.

Positives

• The offer of $24.00 per share represents a potential premium for shareholders.
• The Board's commitment to evaluating all options suggests a willingness to consider a sale if it benefits shareholders.

Risks

• The proposal is non-binding, meaning there is no guarantee that a deal will be finalized.
• The Board may reject the proposal if it believes it undervalues the company or is not in the best interests of shareholders.
• Forward-looking statements are subject to risks and uncertainties, as detailed in Macy's SEC filings.

Future Outlook

Macy's will file a proxy statement and WHITE proxy card with the SEC in connection with the solicitation of proxies for the Company's 2024 Annual Meeting of Shareholders.

Management Comments

• The Macys, Inc. Board has a proven track record of evaluating a broad range of options to create shareholder value, is open-minded about the best path to achieve this objective and is committed to continuing to take actions that it believes are in the best interests of the Company and all Macys, Inc. shareholders.

Industry Context

The retail industry is currently undergoing significant transformation, with companies facing pressure from e-commerce, changing consumer preferences, and economic uncertainty. This acquisition proposal reflects the ongoing interest in retail assets and the potential for strategic consolidation.

Comparison to Industry Standards

• Comparable transactions in the retail sector include the acquisition of Nordstrom by the Nordstrom family, which was also driven by a desire to take the company private and implement strategic changes.
• Other examples include the acquisition of Neiman Marcus by private equity firms, highlighting the interest in luxury retail brands.
• The proposed $24.00 per share offer will likely be compared to the trading multiples of other department store chains and recent M&A transactions in the sector.

Stakeholder Impact

• Shareholders could benefit from the potential acquisition premium.
• Employees may experience uncertainty during the evaluation process.
• The acquisition could impact Macy's relationships with suppliers and customers.

Next Steps

• The Macy's Board will review and evaluate the acquisition proposal.
• Macy's intends to file a proxy statement with the SEC for its 2024 Annual Meeting of Shareholders.

Key Dates

Keywords

acquisition, Arkhouse, Brigade, Macy's, proposal, shareholder value, merger