Hudson’s Bay chairman offers escape from retail’s carnage

Bloomberg

Hudson’s Bay Co has tried everything to appease shareholders, from cutting costs to selling off assets. None of it has halted the stock’s steady decline, so Chairman Richard Baker is stepping in with a cash bid valued at about C$1.74 billion ($1.31 billion) to take the company private.
Baker is teaming up with investors, including Rhone Capital LLC and WeWork Property Advisors, to offer C$9.45 a share for the remaining stock of Hudson’s Bay. The group owns about 57 percent of the company’s outstanding common shares, and the offer represents a 48 percent premium to the retailer’s closing share price, the investors said in a statement.
The offer, if successful, would be a next step in Chief Executive Officer Helena Foulkes’s everything-is-on-the-table approach to turning Hudson’s Bay around. The company has already divested flash-sale website Gilt, slashed costs by cutting jobs, unloaded a minority stake to Rhone Capital and sold its iconic Lord & Taylor building in Manhattan to WeWork for $850 million. But it’s been to no avail, the stock had lost almost two thirds of its value since 2012.

Leaving Germany
In a separate announcement, Hudson’s Bay said it is cashing out of its European operations — to the tune of C$1.5 billion. The Toronto-based company said it reached an agreement for partner Signa Holding GmBH to take over the companies’ German real estate and retail joint venture. Part of the proceeds will be used to strengthen the company’s balance sheet by paying down a term loan.
The bid to go private is dependent on the deal with Signa, which is expected to close this fall. The shareholder deal would allow Baker and his partners to continue the company’s turnaround efforts outside the glare of public markets.
“We believe that improving HBC’s performance will require significant time and patient long-term capital that is better suited in a private-company context without the emphasis on short-term results and returns,” Baker said.
Going private will give Hudson’s Bay more flexibility to try new ideas as the company refocuses on North America, said Poonam Goyal, an analyst at Bloomberg Intelligence.
“The retail sector is undergoing massive transformations, and maybe they just need the flexibility,” Goyal said.
Hudson’s Bay said no decision has been made on Baker’s bid, and the retailer has formed a special committee to review the proposal with the assistance of outside advisers.
This isn’t the first time shareholders have tried to get involved. Activist investor Land & Buildings Investment Management had pushed the company to explore ways to improve value for shareholders last year, including calling for Hudson’s Bay’s insiders to explore taking the company private. The New York hedge fund, run by Jonathan Litt, also called for the company to sell its European division and other real estate.
Land & Buildings still owns a sizable position in Hudson’s Bay, according to people familiar with the matter. While the hedge fund is evaluating the terms of the transaction, initial impressions are that the proposed price undervalues the company, the people said.
A representative for Land & Buildings declined to comment.
The transaction would be subject to the approval of the majority of the remaining shareholders outside of the group — or a majority of the minority holders, according to other people with knowledge of the matter who asked not to be identified discussing private information.
The deal’s timing was sparked by investors’ frustration that the public markets haven’t recognised the steps that Hudson’s Bay has taken over the past 18 months to improve shareholder value, the people said. These moves include the sale of Gilt, shutting down the Home Outfitters home decor chain, and the sale of other real estate assets.