Forbes - Will Kohl's spark a bidding war?

Kevin Dowd
Staff Writer
January 24, 2022
Big Things
Is it time for the return of the retail buyout? Getty Images
1. Rivals vie for a retail mega-deal
The retail buyout was once a common feature on the private equity landscape. In more recent years, though, it's fallen out of favor. The ongoing rise of ecommerce has transformed the industry, making it more difficult than ever for investors to wring profits out of brick-and-mortar retailers with asset-heavy heavy business models.

But a new mega-deal could be looming. And it might involve a firm that's quite familiar with the industry's intricacies.

Shares of
Kohl's shot up some 32% on Monday after the department store chain received a roughly $9 billion takeover bid from Acacia Research, an investment group that's backed by activist investor Starboard Value. And multiple outlets are reporting that Sycamore Partners has also reached out to Kohl's with a bid that could trump Acacia and Starboard's offer. The pair's existing proposal is reportedly worth $64 per share, while Sycamore is said to be considering a bid of $65 per share.

Sycamore is a seasoned investor in the retail and apparel sectors, with past stakes in the likes of
Nine West, Coldwater Creek and Dollar Tree and a current portfolio that includes Staples, Hot Topic and Belk. The firm agreed to take a majority stake in Victoria's Secret in early 2020, but it terminated the deal a few months later after filing a lawsuit alleging that the lingerie retailer's store closures during the early days of the pandemic amounted to a breach of their existing deal's terms.

Sycamore has also earned a reputation for an aggressive attitude toward debt and financial engineering that has caused it to tangle with creditors. A few years ago, the firm raised eyebrows on Wall Street with a move
to refinance Staples and extract a $1 billion dividend.

But for now, at least, Sycamore is sitting on the sidelines. It's Acacia and Starboard that are officially chasing Kohl's.

Other activists have also
been calling for changes at Kohl's in recent weeks, believing it could pursue different strategies that would help boost a lagging stock price. Acacia and Starboard think one of those strategies would be to sell off Koh's real estate to raise new capital, according to a CNBC report, a strategy that other brick-and-mortar retailers have previously pursued. If their bid is successful, the two investors would likely partner with Oak Street Real Estate Capital on sale-leasebacks involving the land, the report said. Oak Street was acquired last year by alternatives investor Blue Owl Capital.

A sale of Kohl's is certainly no sure thing. But the fact that it's even up for discussion is proof that, in the right circumstances, brick-and-mortar retail is still a sector where private investors see the potential for profits.
Residential deals seem to be becoming more and more common at Blackstone. Getty Images
2. Blackstone the landlord
The real estate deals keep coming at Blackstone, which has responded to surging home prices and widespread housing shortages by spending billions of dollars to build up a growing portfolio of stakes in residential assets.

It's a bit of a different strategy from the firm's post-financial crisis bet on
Invitation Homes, which ultimately resulted in a $7 billion windfall. But there certainly seem to be similarities in the overarching aim of capitalizing on what it sees as an out-of-whack market.

The
Blackstone Real Estate Investment Trust announced plans today to buy Resource REIT for $3.7 billion in cash, taking on a portfolio of 42 apartment communities that together comprise more than 12,600 housing units across 13 states in the U.S. Blackstone will pay $14.75 per share for the REIT, marking a 63% premium to its most recently published net asset value.

Just last month, a different Blackstone affiliate struck a $3.6 billion deal for
Bluerock Residential Growth, which owns 30 multifamily rental buildings with some 11,000 units. If you can get past the petrochromatic confusion of Blackstone colliding with Bluerock, you'll see a deal that's quite similar to today's. Both Bluerock and Resource REIT specialize in garden-style apartments near ample green spaces, and the two have overlapping footprints, with assets in Arizona, Colorado, Florida, Georgia and Texas.

A few days ago, meanwhile, Blackstone made a different kind of residential bet. The firm teamed up with
Starwood Capital Group to buy 111 extended-stay hotels under the WoodSpring Suites brand from Brookfield Asset Management, with Bloomberg reporting a price of $1.5 billion. Long-term hotels emerged as a rare bright spot for the hospitality industry amid the pandemic. And this isn't the first time Blackstone and Starwood have tried take advantage: Last June, the duo took over Extended Stay America through a take-private buyout worth $6 billion.

Less than a week after that deal closed, Blackstone lined up another $6 billion real estate deal, agreeing to buy
Home Partners of America, a pioneer in the field of rent-to-buy homes. Earlier this month, Mark Vandevelde of the Financial Times published an enlightening look at how the rent-to-buy market factors into Blackstone's big plans.
The Raleigh bike brand is one of those changing hands in KKR's latest billion-dollar deal. PA Images via Getty Images
3. Buying bikes
Bicycle sales have boomed during the pandemic. And investors are taking note.

In the latest example,
KKR agreed to buy Dutch bike manufacturer Accell for €1.56 billion (nearly $1.8 billion), snapping up a portfolio of more than a dozen different brands including Raleigh, Batavus, Sparta and Winora. Accell's various offshoots make and sell traditional bikes, as well as e-bikes, bike parts and bike accessories, all of which have experienced a recent surge in demand. Lockdown-inspired restlessness, wariness about public transportation and a growing embrace of bikes among city planners have all been cited as factors in the shift.

It's the second time in the past several months a Dutch biking conglomerate has been involved in some notable M&A. Last October, Amsterdam-based
Pon Holdings agreed to pay $810 million for the Dorel Sports unit of Dorel Industries, adding names like Cannondale, Schwinn and Mongoose to its existing portfolio of bike brands. The combined business expects to generate annual revenue of €2.5 billion, with significant footprints in Europe, the U.S. and Brazil.

Both of the above deals are mostly concerned with bikes that can actually transport you from one place to another. But the business of stationary bikes has also been making headlines—and not for reasons that would please
Peloton cofounder and chief executive John Foley. An activist investor called Blackwells Capital sent a recent letter to Peloton calling for the company to fire Foley and pursue a sale of its business, per various reports, a response in part to Peloton's slumping stock: The company's shares are down more than 80% since the start of 2021, having lost nearly all of the massive gains they experienced during the first several months of the pandemic.

News that an activist is agitating for change, however, was enough to reverse that trend, at least temporarily. Peloton stock was up more than 8% today. It seems like public investors believe the prospect of major changes at Peloton is worth celebrating.
Other Things
Temasek will soon announce a deal to buy the U.K.'s Element Materials Technology from Bridgepoint for somewhere around $7 billion, per multiple reports, a sign that the market for major takeovers in the U.K. could remain robust into 2022. Element provides testing and certification services for materials and products across a range of industries, including aerospace, oil & gas, medical devices and transportation. Temasek, a Singapore state-backed investor which already owns a minority stake in Element, beat out other bidders including Cinven and and the Canada Pension Plan Investment Board, per Bloomberg. Bridgepoint bought the company from fellow British buyout firm 3i Group in 2015.

• A SPAC backed by
Gary Cohn revealed plans to merge with major European lottery operator Allwyn Entertainment, resulting in an expected enterprise valuation of $9.3 billion. Formerly the president of Goldman Sachs and the chief economic advisor to then-President Donald Trump, Cohn teamed with investor Clifton S. Robbins to launch the SPAC in 2020, raising $828 million in an IPO that year. Robbins runs public-markets investor Blue Harbour Group, and he was previously a partner at KKR. During its latest fiscal year, Allwyn handled some €16 billion in bets across lotteries in Austria, Czech Republic, Cyprus, Greece and Italy, and it expects to log $1.7 billion in net gaming revenue this year. The company will trade on the NYSE once the deal is complete.

• Last year,
Bob Dylan agreed to sell his songwriting catalog to Universal Music Group, reportedly fetching around $300 million. Now, the Nobel Prize winner is parting ways with his catalog of master recordings, too, agreeing today to sell his six decades' worth of albums and other recorded work to Sony. No price was announced, but Billboard estimates the value of the masters at around $200 million. A published song typically produces two copyrights: One for the lyrics and the melody, and another for the actual performance. Investors have been in hot pursuit of both types of assets amid the recent spurt of sales involving song rights. Here's a thorough (and rather critical) look at the how the history of music copyright law has informed this frenzy of deals.

• Shares of
Unilever plunged precipitously last week after it emerged that the Dutch consumer goods conglomerate had tried and failed to buy GSK Consumer Health for £50 billion (about $67 billion). But the stock has since regained most of that ground, including a nearly 7% uptick today that came after news that activist investor Nelson Peltz and his Trian Fund Management have taken a stake in Unilever. Some critics and shareholders have been underwhelmed by Unilever's performance amid the pandemic, and they seem to believe that pressure from Peltz & Co. could turn the tide. In confirming its pursuit of GSK Consumer Health last week, Unilever issued a statement indicating plans to more aggressively push into the health and beauty sector in the near future and diminish its focus on food.

• In a bid to make its weather forecasts just a little more accurate,
AccuWeather has purchased Plume Labs, a French startup that uses proprietary algorithms and technology to predict and monitor air quality and air pollution around the world. The growing frequency of wildfires in the American West has made air-quality data more important than ever for many of AccuWeather's users. The two companies are already quite familiar with each other, as AccuWeather previously owned a smaller stake in Plume and has incorporated the startup's data into its own products since 2020. Plume raised a few million in earlier venture funding from backers including Bpifrance.

• It took several years for the early food delivery sector to mature to the point of billion-dollar valuations and significant acquisitions. Fittingly, the burgeoning rapid delivery space seems to be progressing much more quickly. Berlin-based player
Gorillas is in talks to acquire French rival Frichti, per Bloomberg, a potential move that would reportedly create the second-biggest provider of same-day grocery delivery in Paris. But Gorillas aims to be much quicker than same-day, with a goal of bringing customers their orders within 15 minutes. Gorillas is a child of the pandemic age: It only raised its first round of seed funding in July 2020, and by September 2021, it had already soared to a $3 billion valuation, per PitchBook. In the U.S., Gopuff and its $15 billion valuation serve as a testament to how the rapid delivery space has rapidly gone to the big time.

• Dutch dairy cooperative
FrieslandCampina is mulling a sale of its Friso infant nutrition business, with hopes of attaining a valuation of between $1 billion and $2 billion, according to Bloomberg. Several potential suitors have already expressed interest, the report said, including Bain Capital, Baring Private Equity Asia, The Carlyle Group and Shijiazhuang Junlebao Dairy. Friso makes formula and other related nutrition products for infants, toddlers and pregnant women, with a network of 19,000 farms and sales across more than two-dozen countries. If a deal comes together, it would be the latest instance of FrieslandCampina slimming down: Last year, it sold its Nutrifeed animal nutrition business to Denkavit, a fellow Dutch company that specializes in animal feed.

Blackstone's aforementioned deals aren't the only recent activity from a major private equity firm in the real estate sector. The credit division of The Carlyle Group has formed a new partnership with Précis Capital Partners to finance the development of new homes and apartments in the U.K., an aim to capitalize on what Précis describes as an "acute long-term structural undersupply" in the nation. For one of their first transactions, the pair helped provide a £251 million (about $337 million) loan to Moda Living to fund the construction of 467 new rental units in London, with Apollo Global Management also joining as a joint senior lender. Late last year, Carlyle, Précis and Apollo put together a £76 million facility for a development of 137 for-sale units in west London.

• A push into growth investing continues at Vista Equity Partners. The firm announced a $150 million investment in OfficeSpace Software, a creator of software for hybrid workplaces in the post-pandemic world, the latest evidence of Vista's increasing appetite for minority deals (as opposed to its typical software buyouts) since the start of 2021. The OfficeSpace platform helps companies manage desk booking, room booking, social distancing and other modern workplace necessities. Resurgens Technology Partners, which has backed OfficeSpace since 2019, will retain its stake in the Atlanta-based company.

• Longtime French private equity investor Wendel struck a deal today to buy the Association of Certified Anti-Money Laundering Specialists for $500 million, snapping up an organization that has certified more than 50,000 professionals who work to prevent financial crimes. ACAMS, which generated $83 million in revenue during its latest fiscal year, is currently part of the financial services unit at Adtalem Global Education. In a related deal, Adtalem also agreed to sell the rest of that financial services unit—namely Becker Professional Education and OnCourse Learning—to Colibri, a professional education company that is itself owned by Gridiron Capital. Becker helps would-be accountants prep for the CPA exam, and OnCourse provides governance, risk and compliance training for financial institutions.
Things To Read
A co-head of The Carlyle Group's buyout team in Europe thinks corporate carveouts could be a major driver of mega-deals in 2022. [Bloomberg]

For those who remain at Apollo Global Management, the saga of Leon Black is turning into the curse that keeps on giving. [
The Wall Street Journal]

Diving deep into the strange, Shakespearean tale of a father's legacy, an evangelical sex scandal, and the rise and fall of Jerry Falwell Jr. [
Vanity Fair]

For major private equity firms like TPG and Bridgepoint, a public offering seemed like the best way to raise needed capital. Some of their rivals are following a different path. [
Financial Times]

The SEC declared last week that there's "absolutely no visibility" into the finances of privately held unicorn startups. But that's not quite true—if, that is, you know where to look. [
Institutional Investor]
Kevin Dowd
Staff Writer
I am a staff writer at Forbes. I previously wrote for PitchBook, where I created The Weekend Pitch, a weekly newsletter about the private markets. Before that, I covered high school sports in the Pacific Northwest, and I graduated from the University of Washington with a degree in journalism and creative writing. I live in Seattle, where I read a lot of books and play a lot of golf.
Follow me on Twitter.
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