After several months of back and forth, Macy's agreed to open its books to dissident investors trying to buy out the department store operator with an increased offer of $6.6 billion. That move means the activists are now getting a better idea of the value of the retailer's real estate.
From the get-go back in December, some industry analysts have said Arkhouse Management and Brigade Capital Management, both based in New York, are more interested in Macy's real estate than its business as a merchant. The activists' unsolicited pursuit of Macy's — the parent of not only its namesake chain but also of upscale department-store operator Bloomingdale's and beauty-goods seller Bluemercury — is seen by some as an attempt to monetize the company's brick-and-mortar holdings, by selling off pieces, after taking it private.
Wall Street and retail industry analysts who have studied Macy's holdings, spanning not only roughly 500 stores in its namesake chain but a network of distribution centers, have estimated their value at anywhere from $5 billion to as much as $14 billion. The high estimate was several years ago, in 2017, before Macy's embarked on a wave of store fleet reductions. The offer Arkhouse and Brigade have on the table is on the low end of that wide range of valuations. Their first offer for Macy's late last year was $5.8 billion, a sum that they've since increased by $800 million.
In the buyout battle, Arkhouse initiated a proxy fight to elect nine members to Macy's board that the retailer said on Wednesday has ended in a settlement with two of the dissident nominees named to Macy's board and finance committee. Both sides said discussions continue about a possible sale of the retailer to Arkhouse and Brigade, firms that now have confidential information from Macy's. They declined to comment to CoStar News, but in earlier media interviews Arkhouse denied seeking to dismantle Macy's real estate portfolio.
Macy's, the iconic retailer that turns 166 years old this year, stands out partly because many of its retail locations are huge by today's standards. The Herald Square flagship, its crown jewel at 2.1 million square feet in Manhattan, bears a sign that says "The World's Biggest Store." That property alone is estimated to be worth more than $1 billion.
Macy's also has a host of brick-and-mortar locations ranging from 300,000 to 400,000 square feet, according to CoStar data. No other U.S. retailer has an average store footprint that large, according to retail property veterans such as Rudy Milian, president and CEO of Woodcliff Realty Advisors.
"All of them were built at a time when department stores were in their heyday," he told CoStar News. "And they had many, many different departments in department stores, so they needed the square footage."
Targeting Property Value
In some past battles between activist investors and chains, the dissidents have sought to unlock the retailers' value by flat-out selling storefronts or doing sale-leaseback deals. In the latter scenario, the retailer would lease its store locations instead of owning them. That creates a one-time payout but burdens the retailer with rent into the future.
Brandon Svec, national director of U.S. retail analytics for CoStar Group, conducted an analysis that valued Macy's real estate from $7.9 billion to $10.5 billion, using two different methodologies.
"While the ultimate value lies somewhere in between our two scenarios, and the proceeds from the sale of any properties will depend on numerous unknown factors, the value of Macy's real estate is likely worth as much or more than the value of Macy's retail business," Svec said.
There's no question that Macy's is part of a troubled and dwindling breed. These days, the department store category includes a virtually gutted Sears, as well as Kohl's, JCPenney, Nordstrom, Saks Fifth Avenue, Dillard's, and Macy's own Bloomingdale's. Several of these chains are struggling against competition from e-commerce giants such as Amazon, discounters Walmart and Target, and off-price retailers T.J. Maxx and Burlington Stores.
That's why some investors have calculated a higher value to sell off the brick-and-mortar sites of struggling department stores, a move that hasn't always ended well for the retailers. Billionaire Eddie Lampert's tenure at Sears included divesting its real estate and a bankruptcy filing, moves that left the chain with roughly a dozen stores. Several industry observers cited Sears as a cautionary tale for Macy's and Arkhouse.
Macy's, headquartered at its Herald Square store in New York, has already moved to unlock the value of its real estate in the wake of the buyout attempt. In February, new Macy's CEO Tony Spring unveiled a turnaround plan for the retailer that includes closing about 150 underpreforming namesake stores, a move that could generate as much as $750 million. As part of that initiative, Macy's is putting its San Francisco flagship in Union Square on the market, another setback for the city's downtown.
Spring, who was promoted from his former role as CEO of upscale Bloomingdale's, also plans to accelerate the company's expansion in luxury retail, a category that has been performing well, and speed the roll-out of the small-format stores, for both Macy's and Bloomingdale's, that have performed well.
Store Counts
As of February, Macy's operated 718 stores encompassing over 110.2 million square feet of retail space, according to Svec. That includes 435 Macy's department stores, 46 Macy's furniture stores, 12 small-format Macy's stores, and nine freestanding Macy's Backstage locations.
In addition, Macy's also operates 57 Bloomingdale locations, including 32 full department stores, and 159 Bluemercury locations.
Macy's Locations
Source: Macy, March 2024
Map: Nicole Shih
Of its 718-store portfolio, Macy's owns 286 sites, with 90 involving ground leases, and the remaining 342 leased directly from property owners, including all small-format and Bluemercury stores. Most of Macy's-owned real estate consists of stores anchoring enclosed malls, Svec said.
Those holdings date back to 1858, when Rowland H. Macy opened a single dry goods store in New York. Through a series of mergers and acquisitions over the decades, it evolved into the large retailer it is today. The company has also established a place in popular culture, particularly when it comes to the holidays. The 1947 classic movie "Miracle on 34th Street," is about the Santa Claus at the Herald Square store, a film that to this day typically airs on TV around Christmas time. And Macy's Thanksgiving Day parade is a national event.
The modern-day Macy's underwent one of the most detailed real estate evaluations, by JPMorgan Chase, after Arkhouse and Brigade's first offer was made public. The Wall Street heavyweight estimated the retailer's portfolio, including its 13 warehouses, was worth about $8.5 billion.
That includes at least $3 billion for the Herald Square flagship; $615 million for flagship locations in Union Square in San Francisco, State Street in Chicago, Center City in Philadelphia and downtown Brooklyn, New York; $3.6 billion for the remainder of the brick-and-mortar store portfolio; and $1.3 billion for the distribution centers. The retailer's largest warehouse is 2 million square feet and is in Tulsa, Oklahoma, according to CoStar data.
Open To Paying More
Based on that $8.5 billion valuation, what Arkhouse is offering "is not good enough," according to Milian.
"But even whatever the portfolio's value is worth today, it would be worth a lot more when they start selling pieces, like when Sears" did, he said.
Arkhouse has said it is open to increasing its bid subject to its due diligence.
JPMorgan's valuation of the Herald Square site is at the high end of Wall Street estimates, with Evercore ISI putting it at $900 million to $1.5 billion, for example. In discussing Herald Square, JPMorgan said its $3 billion valuation would be in line — based on price per square foot — with the amount that Lord & Taylor's flagship at 424-434 Fifth Ave. in Manhattan fetched. It sold for $850 million to WeWork Property Investors in 2019 and then resold to e-commerce juggernaut Amazon in March 2020 for $978.1 million.
For another price comparison, in the past six months, luxury brands have been acquiring retail properties for their Manhattan flagships on high-flying Madison Ave. at large premiums. Earlier this year, French fashion company Kering, parent of high-end brands such as Gucci and Balenciaga, paid $963 million for a 115,000-square-foot, multilevel, luxury retail space at 715-717 Fifth Ave. In December, Italian fashion house Prada Group agreed to purchase the building at 724 Fifth Ave. that contains its New York flagship store for $425 million.
Rick Latella, Cushman & Wakefield executive managing director and Americas practice group leader for retail, told CoStar News that the Herald Square store isn't in as much of a high-rent district as Fifth Avenue. In a recent report, Cushman said New York’s Fifth Avenue retained its top ranking as the world’s most expensive retail destination.
The 34th Street area is "almost a secondary retail location ... that's still a little bit weaker," Latella said, "whereas other markets like Fifth and Madison [avenues] have come back."
Nonetheless, Latella said the valuations he's heard for Herald Square make sense. He evaluated five Macy's flagships — Herald Square, Chicago, Minneapolis, San Francisco and Portland, Oregon — in 2014 when Sycamore Partners made a bid for the retailer. That report was never made public, Latella said, but Herald Square was the most valuable asset, and the estimates he's heard now valuing it at $1 billion to $3 billion are in the range of what Cushman determined.
Macy's also owns valuable air rights to its Herald Square store which could be sold, according to JPMorgan. Four years ago, Macy's said it was planning to use those air rights to build an office tower, with 1.5 million square feet, atop its flagship Manhattan store.
Asked the status of that initiative, in an email a Macy's spokeswoman said, "We're continuing our work to unlock the value of our Herald Square real estate."
JPMorgan valued Herald Square's air rights at a range of $436 million to $871 million, based on such rights typically costing $200 to $400 a square foot in New York. In 2016, Macy's sold the upper floors and air rights for its Brooklyn store and an area parking garage for $270 million to Tishman Speyer.
Selling Pieces of Stores
The Brooklyn deal didn't mark the first time Macy's has sold part of one of its stores. In Chicago, Macy's took over a former Marshall Field's store at 111 N. State St. in 2006. In 2018, the retailer sold the property's top seven floors for $30 million to Brookfield Asset Management for use as a 650,000-square-foot office center.
Some question how valuable the Manhattan flagship actually is as it stands now. No single tenant would want to use all its space for retail, according to Milian. As an option, Macy's could shrink its footprint in the building, and lease part of it out to another retailer or for an entirely different use, according to Latella and others. The post-pandemic Manhattan office market is so soft that there doesn't appear to be a viable option, and transitioning any of that Herald Square space to residential would be difficult, according to retail analysts.
Macy's hasn't released a list of the first 50 stores it plans to shut this year, but San Francisco city officials in February said they were told the retailer planned to sell its Union Square flagship in a process that would take some time. The news was the latest setback for a city that has seen an array of retailers such as Nordstrom, Hollister and J. Crew have pulled up stakes in a downtown that some have complained feels unsafe because of a lack of vibrancy.
"The process to undergo the sale of their building to a new owner with their own vision of this site will take time," Mayor London Breed said in a statement. "The city will continue to work closely with Macy's and any potential new owner to ensure this iconic location continues to serve San Francisco for decades to come."
Macy's is seeking to get upwards of $285 million for the San Francisco store, according to people with knowledge of the marketing efforts. Brokerage Eastdil Secured advises Macy's on its real estate in cities including San Francisco. Eastdil and Macy's declined to comment on the Union Square store.
Real estate investors are interested in distressed assets in San Francisco, according to Latella.
"Already we've heard of money amassing to buy into San Francisco — I talked to a lot of mortgage brokers recently — because they're going to bet that this city comes back," he said. "So you'll see investments come back."
Macy's anchor stores are likely too large for other retailers to occupy as-is. But if they are put on the block and sold, that would make the space available at malls for redevelopment into other uses. Mall giants such as Simon Property Group are among those that have been evolving their properties into mixed-use centers, adding hotels, housing and entertainment venues to the tenant mix.
Keeping Stores Open
Arkhouse has repeatedly denied it is planning to flat-out close and sell Macy's stores.
"Our view is that the real estate is incredibly valuable in large part because of its tenant, Macy's," Gavriel Kahane said in an interview with Bloomberg TV. "Our base-case assumption is that all Macy's malls stay open, all Macy's locations stay open, and that we enhance the creditworthiness of the tenant inside the store."
And Kahane told financial publication Barron's, "Our operating partners have the necessary experience to ensure that Macy’s continues to operate for another 150 years.”
Neil Saunders, managing director of GlobalData, on LinkedIn recently noted that the Nordstrom family is reportedly considering the possibility of taking that chain private, and Arkhouse may be looking to do the same with Macy's, so at this time next year neither one may be publicly traded.
"Of course, there's a big difference between these two privatizations,'" he said. "The Nordstrom family wants to take their business private so they can run it with a long-term vision away from the scrutiny and short-termism of public markets. This makes some sense and ... will probably strengthen the retailer. The groups trying to take Macy’s private want to do so in order to monetize assets and generate cash."
Nordstrom didn't respond to an email request from CoStar News seeking comment. On Wednesday, Saunders characterized the end of the Macy's proxy fight as an early win for Spring, and "the addition of two Arkhouse allies to the board is the price that had to be paid to end the fight."
Macy's didn't immediately respond to an email from CoStar News seeking comment. In an email, Saunders said the Macy's buyout saga "is not a finished story," adding that "Macy’s could still end up ultimately being sold, but this is now far more in control of [its] board and Macy’s has bought itself more time to enact its reinvention plans."
CoStar News reporter Katie Burke contributed.