Closeout retailer Big Lots has struck a deal to be acquired by private equity firm Nexus Capital Management for $620 million as part of its bankruptcy proceeding and plans to move forward with a store footprint that's "more focused."
The Columbus, Ohio-based buyer of home good merchandise through closeouts, liquidations and overstocks to sell at relatively low prices said early Monday it had filed for voluntary Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware. Big Lots also announced it entered into a deal with Los Angeles-based Nexus in which it agreed to acquire substantially all the retailer's assets and ongoing business operations as a so-called stalking-horse bidder.
Big Lots is pursuing Chapter 11 in order "to facilitate restructuring initiatives and [an] ownership transition" and is looking to implement a plan "to accelerate business optimization and achieve profitability in 2025," according to the company.
In connection with the court-supervised process, Big Lots said it has secured commitments for $707.5 million of financing, including $35 million in new financing from some of its current lenders, in the form of a post-petition credit facility, collectively, the debtor-in-possession financing. Upon court approval, the DIP financing facility, coupled with cash generated from the company's ongoing operations, is expected to provide enough liquidity to support Big Lots while it completes the sale transaction.
Big Lots has now joined an expanding troupe of retailers that have been closing stores and seeking bankruptcy protection, in some cases then unwinding their operations. Most recently, LL Flooring said it would be closing all its roughly 430 stores in the wake of filing for Chapter 11. In other liquidations, 99 Cents Only, Conn's HomePlus and Badcock's Home Furniture & More shut their store fleets. By contrast, drugstore chain Rite Aid is emerging from bankruptcy with its business intact, though it has slashed its brick-and-mortar footprint.
"The actions we are taking today will enable us to move forward with new owners who believe in our business and provide financial stability, while we optimize our operational footprint, accelerate improvement in our performance, and deliver on our promise to be the leader in extreme value," Big Lots President and CEO Bruce Thorn said in a statement.
Fleet optimization
Big Lots has already been closing stores, and it's not done making cuts, according to Thorn. The retailer first revealed how serious its financial problems were in a securities filing in June, where it warned that due to mounting losses there was "substantial doubt" about its ability to continue as a going concern. At that time the company said it planned to close between 35 and 40 of its 1,400 locations this year. In a subsequent regulatory filing, Big Lots said it would shut as many as 315 stores.
Now, as part of the court-supervised sale process, the retailer said it is continuing to assess its operational footprint, which would appear to include closing additional store locations and potential lease renegotiations or exits.
"Though the majority of our store locations are profitable, we intend to move forward with a [more focused] footprint to ensure that we operate efficiently and are best positioned to serve our customers," Thorn said. "To accomplish this, we intend to use the tools afforded by this process to continue optimizing our store fleet in an orderly manner."
Big Lots — a "one-stop shop home discount retailer" — currently operates more than 1,300 stores across 48 states, according to a 44-page affidavit from Jonathan Ramsden, the retailer's chief financial and administrative officer. Nexus will be paying $620 million for the chain's assets "inclusive of the assumption of certain liabilities on the terms and conditions set forth in the stalking horse" agreement, Ramsdem said.
Big Lots is seeking court approval to continue with its store closing sales.
"Delay in approving the continuance of the store closing sales would diminish the recovery tied to monetization of the store closure assets for a number of reasons, including paying unnecessary post-petition rent at many of the closing stores, which would use scarce funds that would otherwise go to other creditors," Ramsden said.
Retail industry analyst Neil Saunders, managing director of GlobalData, in an emailed statement called Big Lots' bankruptcy "inevitable," adding the chain "has suffered severe and unrelenting pressure on both its top and bottom lines. These things have produced a severe imbalance in the company’s finances and combined with high debt levels, have made normal operations impossible."
The stalking horse
Big Lots will be continuing to evaluate its distribution-center model, according to the company. Last week, Big Lots notified state officials in Ohio it was closing down operations at an about 3.9 million-square-foot distribution center at 300 Phillipi Road in Columbus. Chicago-based Oak Street Real Estate Capital acquired the Columbus industrial property — as well as three other distribution centers — from Big Lots for $725 million in 2020 in a sale-leaseback deal.
In July last year, Big Lots did a $305.7 million sale-leaseback deal with affiliates of Blue Owl Capital for the retailer's distribution center in Apple Valley, California, and 23 owned-store locations, according to Ramsden.
Under the terms of the Big Lots sale agreement, Nexus will serve as the "stalking horse bidder" in a court-supervised auction process under the U.S. Bankruptcy Code. So the proposed transaction is subject to higher or otherwise better offers, court approval and other conditions, according to Big Lots. Under the agreement, if Nexus is the winning bidder the sale is expected to close during the fourth quarter.
Nexus's portfolio includes investments in Lamps Plus, a specialty lighting retailer based in Chatsworth, California; Dollar Shave Club, an omnichannel men’s razor and shaving brand it acquired from Unilever; FTD, the floral-delivery service; Natural Balance, a premium pet food company; Mav Beauty, a global personal-care firm; and casual footwear maker Toms.
Prevailing trends
While Big Lots said its underlying performance has been improving, its board conducted a broad strategic review of alternatives and determined that being acquired by Nexus and initiating a court-supervised sale process was "the best path forward to maximize value and ensure continued operations."
Since the onset of the COVID-19 pandemic, Big Lots said it's taken steps to improve sales and boost its long-term performance and profitability.
"Like many other retail businesses, the company has been adversely affected by recent macroeconomic factors such as high inflation and interest rates that are beyond its control," Big Lots said in a statement. "The prevailing economic trends have been particularly challenging to Big Lots, as its core customers curbed their discretionary spending on the home and seasonal product categories that represent a significant portion of the company's revenue."
Nexus said it is optimistic about the company's future.
"The Big Lots business has incredible potential and we are confident that its greatest days are ahead," Nexus Managing Director Evan Glucoft said in a statement.
On Friday, Big Lots postponed reporting its fiscal second-quarter earnings until this Thursday, and Bloomberg News reported that the company planned to file for Chapter 11 over the weekend.
Big Lots discussed its preliminary results in its statement about the bankruptcy filing.
"Despite a challenging consumer environment and financial pressures facing our business, we are pleased to have achieved underlying comp sales, gross margin, and operating expenses in line with our guidance," Thorn said. "Underlying comp sales improved sequentially relative to [the first quarter] on a year-over-year basis and gross margins significantly improved, driven in part by advancing our five key actions, particularly through increasing our extreme bargain offerings. Additionally, [the third quarter] to date is off to a good start, with a significant sequential improvement in underlying comp sales relative to [the second quarter], as well as underlying gross margin expansion versus last year. We expect the positive momentum to continue into the back half of the year."
Possible delisting
The company said it will report full second-quarter results as part of its 10-Q statement, which is due to be filed on Thursday.
On Monday Big Lots also said it was notified by the New York Stock Exchange that it wasn't in compliance with its regulations because the average closing price of the company's common shares was less than $1 over a consecutive 30 trading-day period. The notice doesn't result in Big Lots the immediate delisting, according to the retailer.
At this point this year the number of store closings is outstripping openings. U.S. retailers have so far announced 5,322 store closings and 4,919 store openings for 2024, up by 137 closures and 109 openings from last week, Coresight Research said in a report released Friday.
In an earlier analysis with data as of Aug. 31, Coresight said that Big Lots' announced closings up to that point will account for an estimated 9.9 million square feet of retail space, part of a total of 83.1 million square feet of closed U.S. retail space this year.
For the record
Davis Polk & Wardwell is serving as legal counsel, Guggenheim Securities is serving as financial adviser, AlixPartners is serving as restructuring adviser, and A&G Real Estate Partners is serving as real estate adviser to Big Lots. Kirkland & Ellis is serving as legal counsel to Nexus.