$1B Cash Deal To Buy JCPenney Stores Hits Snag, Lawsuit Filed
A nearly $1B deal for 119 JCPenney stores is on the rocks after the buyer failed to close in time.
Copper Property CTL Pass Through Trust, a holding company created by JCPenney lenders, said in a Dec. 26 disclosure that the sale of the portfolio for $997M in cash to Boston-based private equity firm Onyx Partners had missed its deadline to close that day.
But Copper, which was created in 2020 after JCPenney went through bankruptcy with the purpose of selling properties to reimburse creditors, said in the filing it was taking the properties off the market because of strong seller interest in the first round of marketing.
Onyx said in its own statement the same day that it was still planning to buy the portfolio.
“Onyx Partners Ltd. continues to work toward closing the previously announced transaction in accordance with the purchase agreement,” Onyx founder Anton Melchionda said in a statement on Dec. 26. “Certain customary seller deliverables remain outstanding, including tenant-related documentation, and those items are being addressed.”
Copper declined to comment Monday, and Onyx didn’t respond to Bisnow’s request for comment about the status of the deal.
The two sides are now disputing a $5M buyer deposit, with Onyx suing Copper to claw back some of the funds. Onyx was ready to close on the portfolio as soon as deficiencies on the seller's side were addressed, the firm said. The deal, first announced in July, was originally slated to close by Sept. 8.
Copper plans to hand out $2M worth of a $5M buyer deposit to shareholders on Jan. 9 as part of its dividend distribution. Onyx is suing to avoid surrendering the remaining $3M, which is being held in escrow.
The portfolio includes JCPenney locations in 35 states with an average 135K SF footprint totaling more than 16M SF. The net-leased properties were being marketed by Newmark.
Copper said in its filing with the Securities and Exchange Commission last month that it had a stable of potential buyers lined up and was ending its marketing campaign for the properties.
“The Trust plans to pursue its review of these strategic alternatives in early 2026, while continuing to operate in accordance with its trust agreement,” the filing says.
JCPenney has roughly 650 total locations, with around 160 stores under Copper's control after a Chapter 11 bankruptcy in 2020. At the time, the property sales were expected to bring in between $928M and $932M, according to USA Today.
