According to WSJ, Kohl’s (KSS) Urged to Consider Sale by Activist Investor Engine Capital

  • December 6, 2021

POTENTIAL DEAL DETAILS

Stock Kohl's Corporation Symbol KSS
Date Announced 12/05/2021 Source Wall Street Journal
Type News Report

An activist investor Engine Capital LP is urging department-store chain Kohl’s Corp. (KSS) to consider a sale of the company or a separation of its e-commerce business.

Update(s):

December 9, 2021: Activist hedge fund Macellum Advisors GP LLC is planning to nominate directors to Kohl’s Corp’s (KSS) board because it believes the U.S. retailer has not done enough to improve its business, two people familiar with the matter said.

January 17, 2022:Activist hedge fund Macellum Advisors GP LLC with roughly 5% stake has been in talks with retailer and believes it has suitors.

January 18, 2022: Kohl’s Corp (KSS) has been approached by a potential buyer, sources said, as the department store came under fresh pressure from an activist hedge fund to explore strategic options if it does not find a way to boost its stock price.

January 18, 2022: Acacia Research (ACTG), which is backed by activist investor Starboard Value, has reached out to Kohl’s Corp (KSS) to express its interest in making a bid for the retailer, two sources familiar with the matter said.

January 21, 2022: Acacia Research (ACTGhas offered roughly $9 billion to buy department store Kohl’s Corp. (KSS), according to people familiar with the matter.

January 23, 2022: The latest potential takeover offer comes from Sycamore Partners, which has reached out to Kohl’s (KSS) about a deal, according to people familiar with the matter, just days after another bidder emerged with a $9 billion bid backed by hedge fund Starboard Value LP.

January 24, 2022: Kohl’s Corporation (KSS) confirmed that it has received letters expressing interest in acquiring the Company.

February 4, 2022: The Kohl’s (KSS) Board of Directors has determined, following a review with its independent financial advisors that the valuations indicated in the current expressions of interest that it has received do not adequately reflect the Company’s value in light of its future growth and cash flow generation. The Board (KSS) will continue to closely evaluate any opportunities to create value.

Kohl’s also announced that it has adopted a limited-duration shareholder rights plan, which is effective immediately and is scheduled to expire on February 2, 2023.

February 4, 2022: Activist investor Macellum Capital Management plans to nominate a slate of directors at Kohl’s Corp. (KSS) in an attempt to take control of the retailer’s board, according to people familiar with the matter.

February 10, 2022: Activist investor Macellum Capital Management has nominated 10 directors in an effort to take control of Kohl’s Corp.’s board, (KSS) arguing the retailer’s leadership “appears to be botching a sale process.” In response, the company said Macellum’s efforts are counterproductive.

March 8, 2022: Kohl’s Corp.’s (KSS) financial adviser Goldman Sachs Group Inc. has engaged with more than 20 potential buyers, including various financial sponsors, fellow retailers, and real-estate-focused investors, the company said in a regulatory filing.

March 16, 2022: Private-equity firm Sycamore Partners and Canada’s Hudson’s Bay plan to submit takeover bids for Kohl’s Corp. that could value Kohl’s (KSS) above $9 billion, according to people familiar with the matter.

March 16, 2022: Engine Capital Sends Letter to the Board of Directors of Kohl’s (KSS) Regarding Disappointing Financial Guidance and the Need to Pursue a Sale

March 21, 2022: Kohl’s Corp. (KSS) acknowledged receipt of multiple preliminary indications of interest. The proposals received are non-binding and without committed financing.

March 21, 2022: Canadian department store chain Hudson’s Bay Co. is the likely front-runner in a bidding war for budget department store Kohl’s (KSS), a source familiar with the matter told.

March 31, 2022: Kohl’s Corporation (KSS) mailed a letter to shareholders detailing the steps the Board has taken to maximize shareholder value, including the robust and intentional process to evaluate potential bids.

April 12, 2022: Franchise Group Inc (FRG), owner and operator of retail stores such as The Vitamin Shoppe and Buddy’s Home Furnishings, has entered the race for Kohl’s Corp (KSS) with a $9 billion indicative offer, three people familiar with the matter said.

May 11, 2022: Activist investor Macellum Capital Management’s bid to overhaul the board of Kohl’s Corp. was rejected by investors
May 19, 2022: Preliminary, non-binding proposals have been received, further diligence is ongoing and the Board has requested fully-financed final bids to be submitted in the coming weeks.
May 25, 2022: Bidders competing to acquire Kohl’s Corp (KSS) are preparing to make binding offers that are lower than the indicative bids they submitted earlier this year to reflect the market downturn and the U.S. retailer’s deteriorating business, people familiar with the matter said.
June 2, 2022: Kohl’s Corp. (KSS) received takeover bids from private-equity firm Sycamore Partners and retail holding company Franchise Group Inc., FRG. Sycamore’s bid values the Wisconsin department-store chain in the mid-$50s a share, while Franchise Group offered around $60, equating to around $7 billion or $8 billion.
June 6, 2022: Kohl’s Corporation (KSS) announced that following the receipt of final proposals, the Kohl’s Board of Directors has entered into exclusive negotiations with Franchise Group, Inc. (FRG), a holding company of a collection of market-leading and emerging brands, for a period of three weeks in relation to FRG’s proposal to acquire the Company for $60.00 per share.
June 9, 2022: The Franchise Group is planning to borrow more than $2 billion from Apollo Global Management to finance the $8 billion deal for Kohl’s (KSS)
July 01, 2022: Kohl’s Corporation (KSS) announced that following the exclusive negotiation period with Franchise Group (“FRG”), the Kohl’s Board of Directors unanimously determined to conclude its strategic review process. The current financing and retail environment was reflected in the price and terms of FRG’s most recent proposal, which was not fully executable or complete.
September 22, 2022: Ancora Holdings, one of the hedge funds that spearheaded a board shake-up last year at Kohl’s Corp , is now pushing for the removal of the U.S. retailer’s chief executive and board chairman, according to a letter sent to the company

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