Updated at 4:02 p.m. EST Dec. 9.
Macy’s Inc. is under the activist microscope again.
The company is being pressured by Barington Capital Group and Thor Equities to consider spinning off Bloomingdale’s and Bluemercury, creating a separate real estate subsidiary, cutting capital expenditures and repurchase $2 billion to $3 billion in stock over the next three years.
Investors are taking a wait and see approach and pushed shares of the company up only 1.8 percent to $16.73 on Monday.
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But Macy’s quickly responded to the activists’ demands with a statement from its board of directors and management team that indicated they are “committed to delivering sustainable, profitable growth and driving shareholder value. We have consistently demonstrated open-mindedness, including with respect to regularly reviewing the company’s strategy and capital allocation framework and exploring all paths to enhance value.”
The retailer added that it “remains confident” in its Bold New Chapter strategy, and that the plan “continues to gain traction across all three of its pillars.” Under the plan, the company is closing about 150 underproductive locations through 2026; prioritizing investment in about 350 “go-forward” locations, and expanding its small-format store chains.
Macy’s has contended with activists for years.
In 2015, Starboard Value pushed it to get more value out of its real estate portfolio, floating the idea of setting up a series of joint ventures. Jana Partners wanted the company to spin off its e-commerce business in 2021. And just over a year ago, Macy’s was pressured by Arkhouse Management Co. and Brigade Capital Management, which tried unsuccessfully to buy the retailer to realize its value away from the public market.
In something of a twist for an activist campaign, Barington and Thor approve of the strategic plan put in place by Tony Spring, who became chief executive officer of Macy’s in February.
But they would also like to see something more — with tighter reins on spending, particularly as Macy’s had spent $9.7 billion on capital expenditures over the past decade as it lost $15 billion in market capitalization.
Sources said the activists gave Macy’s a heads up on Sunday that they would be going public with their plans and that they hope to meet with company executives this week.
“We see early promise in the new plan, as it calls for the closure of a significant number of very low productivity Macy’s nameplate locations,” Barington and Thor said in a statement. “We believe this action, coupled with further cost reductions the company plans to enact, will result in a healthier store base that can begin to deliver consistent revenue growth and profit improvements.”
As is often the case with department stores, the value locked up in Macy’s real estate is a big part of the draw.
Joseph Sitt, chairman of Thor, estimated that the company’s real estate assets alone are worth $5 billion to $9 billion, led by the Herald Square in New York City.
That estimate makes the company’s real estate more valuable than its total market capitalization of $4.6 billion — a common mismatch in retail that often draws outside investors.
Sitt comes to real estate with a merchant’s background having founded and later sold Ashley Stewart and worked with other brands, including Hurly and Children’s Place.
He told WWD that separating Macy’s into two halves — a retail company and a real estate company — would make the combined operation “conscious of the value of their space.”
Thor could work with Macy’s to help make that determination across its chain.
“We think we could be good partners to them,” Sitt said. “We’re here to keep Macy’s and Bloomingdale’s and Bluemercury alive. We are looking to help them be efficient and maximize the value.”
Over the years, Macy’s has laid out various plans to revitalize its business and has had only mixed results. That’s translated into stock market declines and piqued the interest of investors, who, for instance, want to unlock the value in the companies’ real estate or see potential in spinning off businesses that might garner a higher valuation on their own.
Currently, Macy’s enterprise value has it trading at about 4.3 times its earnings before interest, taxes, depreciation and amortization.
One person familiar with the activists’ thinking said: “If Macy’s can’t trade at six-times EBITDA instead of 3.5 or four times and Blooomingdale’s and Bluemercury can, then it’s a no brainer, of course it should be spun out. Bloomingdale’s and Bluemercury should be spun out together.”
It’s been a tough stretch for department stores, which are stuck in the middle between higher-end brands that want to build their own direct-to-consumer relationships and off-pricers and mass merchants that have a deep-value message for shoppers.
Competitors Kohl’s Corp. has also struggled and come under activist pressure while the Nordstrom family is bidding to take Nordstrom Inc. private with Mexican retailer Liverpool.
But the department store model can still work.
In a statement, James Mitarotonda, chairman of Barington, made, in essence, a plea for Macy’s to be more like competitor Dillard’s Inc.
“Dillard’s has been executing a highly successful strategic plan focused on improving operating margins, prudently managing capital expenditures and aggressively returning capital to stockholders,” Mitarotonda said “Since fiscal year 2018, Dillard’s has paid out 60 percent of its total cumulative cash sources to stockholders versus Macy’s at 25 percent. Dillard’s stockholders have benefited greatly from this plan, seeing a total return in their shares of +788 percent versus Macy’s of -12 percent.”
Mitarotonda has prodded many other fashion companies to make changes, including Dillard’s as well as Victoria’s Secret & Co., Hanesbrands and Jones Apparel Group.
Macy’s has already been prodded plenty has engaged with Barington before, which one source said has been in and out of the Macy’s stock.
And the company is already focused on change in its operations, although not quite the change the activists are calling for.
Just last week, WWD reported that Bloomie’s, the smaller, more specialized version of the full-line Bloomingdale’s department stores, will be entering Texas beginning in 2027 with a unit in the Fields West mixed-use retail project under development in Frisco. It’s expected that additional Bloomie’s units will open in Texas, where Bloomingdale’s does not operate any department stores. Currently, Bloomie’s has four locations.
“We expect to share further details regarding our progress when we report our full third-quarter results and provide our fourth-quarter and full-year outlook,” Macy’s said in its statement. “We will continue to act in the best interests of the company and all Macy’s Inc. shareholders and we look forward to engaging with our shareholders, including Barington and Thor, as we further advance our initiatives and execute toward our long-term goals.”
Late in November, Macy’s disclosed that it had launched an investigation into the accounting of $132 million to $154 million in delivery expenses, causing a delay in reporting its third-quarter earnings results. However, the company did release preliminary third-quarter numbers that showed net sales in the quarter ended Nov. 2 decreased 2.4 percent to $4.74 billion, with comparable sales down 2.4 percent on an owned basis and down 1.3 percent on an owned-plus-licensed-plus-marketplace basis. Macy’s said last month that it expects to report its third quarter by Wednesday.
Bank of America Securities and Wells Fargo are acting as financial advisers and Wachtell, Lipton, Rosen & Katz is acting as legal adviser to Macy’s.