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Simon, Brookfield Inch Toward Final JCPenney Co. Purchase, Spinoff Of Real Estate

Century-old retailer JCPenney may have finally found its buyer this week after a long and rocky bidding and negotiation process. 

A former JCPenney store at a Bristol, Virginia, mall that closed in 2017.

Mall operators Simon Property Group and Brookfield Property Group won an eleventh-hour bidding war that erupted when some of Penney's lenders jumped into the fray last minute to attempt to acquire the retailer. 

The Plano, Texas-based retailer said in a securities filing Tuesday it filed a draft asset purchase agreement with the bankruptcy court this week, outlining a plan in which Simon and Brookfield will buy all of Penney's retail and operating assets with cash and new debt. 

As part of the agreement, Penney's real estate would be spun off into a separate holding company owned by lenders tied to an existing super-priority senior secured debtor-in-possession credit and guaranty agreement and holders of first-lien debt. 

"The Company and the other parties to the LOI are working to conclude negotiations and enter into a final asset purchase agreement," Penney's said in its securities filing. 

The new entity owned by Simon and Brookfield is identified by Penney's as OpCo, while the company referred to the real estate holding company as PropCo. The parties will seek bankruptcy approval in early November and are hoping to have the OpCo sale closed before the December holiday shopping season, Penney's said in a press release. 

"JCPenney’s operating assets will then conduct business outside of the Chapter 11 process under the JCPenney banner with Simon and Brookfield as its owners," Penney's said in its statement. 

The PropCo holding company will have 160 real estate assets and all of Penney's owned distribution centers, according to the Securities and Exchange Commission filing. Simon and Brookfield would then have OpCo enter into master leases with PropCo for retail and distribution centers. 

Penney's has remained the subject of numerous buy-out rumors since the start of 2020, with rumors even circulating that Amazon wanted to nab the retailer's stores and distribution assets out of bankruptcy to build its e-commerce infrastructure. But Simon and Brookfield have long appeared to be the favored purchasers of Penney's, especially since the retailer has been a longtime anchor at many Simon and Brookfield shopping malls. A last-minute search for a buyer haunted Penney's in bankruptcy court in recent weeks when Bloomberg reported talks stalled with both Simon Property and Brookfield. 

The long-struggling retailer collapsed into Chapter 11 bankruptcy in May as retail traffic fell dramatically amid the coronavirus pandemic. Even prior to the pandemic, analysts considered Penney's valuable in name and assets even as it struggled under the weight of debt and changing retail dynamics that favor e-commerce activity as opposed to traditional suburban department stores. 

Penney's closed over 150 stores over the summer after announcing Chapter 11 bankruptcy plans and called into question its longtime corporate footprint in Plano when it scrapped plans to build a new anchor store at the redeveloped Collin Mall project in Plano.