Onex, developer eye HBC bid
Deal would keep retailer in Canadian hands; rival offer could come from U.S. firms, RioCan
By MARINA STRAUSS
Tuesday, January 17, 2006 Posted at 4:42 AM EST
From Tuesday's Globe and Mail
Takeover powerhouse Onex Corp. has teamed up with shopping centre developer Mitchell Goldhar to seriously consider making a joint bid for Hudson's Bay Co., industry sources say, a prospect that would keep the retailing icon in Canadian hands.
As well, U.S. private equity firm Cerberus Capital Management LP is mulling an offer for HBC in partnership with RioCan Real Estate Investment Trust -- a key Canadian rival to Mr. Goldhar's First Pro Shopping Centres Inc. -- and Kimco Realty Corp. of New Hyde Park, N.Y., the sources say.
Hudson's Bay shares soared Tuesday, jumping 95 cents or 6.5 per cent to $15.60 in late morning trade on the Toronto Stock Exchange.
The groups are in various stages of doing due diligence to see whether they can top South Carolina financier Jerry Zucker's $1.1-billion hostile offer for the department store operator, which owns the Bay, Zellers and specialty chain Home Outfitters.
Two other parties have been in the recent race for HBC: One is composed of financial firms Bain Capital LLC and Gordon Bros., both of Boston; the other is investment company Sun Capital Partners Inc. of Boca Raton, Fla. The latter may have recently bowed out of the competition, some say.
"It's a challenging thing," one source familiar with the talks says.
The presence of the country's two largest big-box mall developers among those chasing a stake in Canada's oldest merchant underlines the importance of HBC's real estate in any potential deal.
The company's prime sites across the country would give a new owner the opportunity to shrink HBC considerably and find other retailers -- such as giant discounter Wal-Mart Canada Corp. -- to assume many of the store leases.
First Pro, which helped Wal-Mart Canada set up shop in this country, has worked closely with the retailer and formed a joint venture to develop some of its Canadian sites.
Hillary Stauth, an HBC spokeswoman, said the company couldn't comment, adding "we've got a robust auction process under way."
Some suggest that the Cerberus-RioCan-Kimco camp has tried to lure the savvy U.S. discounter Target Corp. to come to Canada and operate its stores at the best HBC locations.
RioCan is the single largest landlord of Zellers outlets, and Target has considered in the past a deal that would see some Zellers stores converted to Target.
But sources doubt that Target would come any time soon, although it may eventually after a deal were done.
As such, the race between First Pro and RioCan is a compelling one, observers say.
"These guys are extremely aggressive, and direct competitors with one another," one industry insider says. "It would spice it up for everyone . . . It would be very interesting."
He predicted that First Pro would convert some Zellers and Bay stores to Wal-Mart superstores.
Mr. Goldhar, owner and chief executive officer of First Pro, would not comment, nor would an official at Sun Capital, which has an interest in a number of U.S. retailers. Others believed to be involved in the discussions did not return telephone messages.
Wal-Mart Canada is on the cusp of a major expansion in this country. It plans to roll out massive supercentre-like stores in Canada, beginning at the end of this year or early 2007, carrying a wide array of products and services, including a full supermarket.
Sources said Onex and Mr. Goldhar would be equal partners in the proposed HBC takeover company, and be extremely "hands on" in operating Zellers and the Bay.
The Onex-Goldhar team would probably close a number of the almost 400 Zellers and Bay stores and find other retailers to take the space. Industry observers have said for years that there are too many of those outlets. "There may be opportunities for Wal-Mart and others," a source says.
Analysts have valued HBC real estate at between $700-million and $900-million.
Retailers such as Loblaw Cos. Ltd., Home Depot Canada and the soon-to-arrive U.S.-based Lowe's Cos. Inc. are believed to be interested in picking up some of the stores.
The various groups that are considering an HBC bid are poring over leases, overhead costs, management expenses and a raft of other details to see whether they can make the numbers work. Some of those involved have said the leases and other matters are very complex.
While some have suggested that the Bain-Gordon Bros. group may have dropped out, one source says that while it has "some concerns about the performance" of HBC, it's still "a serious player . . . Just because they've stepped back once, doesn't mean that they've stopped dancing."
In late October, when Mr. Zucker first unveiled his intentions, the HBC stock price shot up above his $14.75-a-share offer price. However, more recently, the shares have dropped to below the bid level. Yesterday, they closed at $14.65, up 7 cents on the day, getting a lift in the last few minutes of trading after The Globe and Mail broke the story about the suitors on its website.
Late last month, Mr. Zucker extended the deadline for his bid by a month, to Jan. 31, after HBC finally agreed to give him access to its books, which the retailer had previously granted to other potential bidders.
Some observers have questioned whether Mr. Zucker, HBC's largest shareholder, really wants to acquire the whole company or, rather, simply hold out for someone else to be more generous.
More shoppers for HBC
The M&A sweepstakes are heating up for the takeover of Canada's venerable retailer. Jerry Zucker was the leading contender but he has now been joined by other interested bidders who are kicking the tires.
THE BIDDER
South Carolina financier Jerry Zucker began quietly acquiring Hudson's Bay Co. shares in mid-2003 when they were trading in the $9 range. On Oct. 28, he announced that his takeover company, Maple Leaf Heritage Investments Acquisition Corp., intended to bid $14.75 a share, or $1.1-billion, for the entire company, which it subsequently did. At that point Mr. Zucker held 18.8 per cent of HBC shares.
THE SPOILERS Onex Corp. headed by takeover heavyweight Gerry Schwartz, is considering buying HBC along with Mitchell Goldhar, owner of First Pro Shopping Centres Ltd. It is one of Canada's major big-box developers, has worked closely with Wal-Mart Canada and formed a joint venture to develop some of its Canadian sites.
Bain Capital LLC and Gordon Bros. are mulling a bid for HBC, although they are believed to have had some recent concerns with the retailer's financial performance. But they're still a player, one source says.
Cerberus Capital Management LP, a U.S. private equity firm, has teamed up with RioCan Real Estate Investment Trust, a key mall rival to First Pro, as well as Kimco Realty Corp. of New Hyde Park, N.Y. The group is believed to have tried to lure Target Corp. to take over some of the space that would be vacated by the new HBC owner.
Sun Capital Partners Inc. is a U.S. private investment firm which specializes in leveraged buyouts of companies that rank first or second in their respective industries. It has a history of acquiring an interest in underperforming firms.
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HBC sets Friday bid deadline
Alternative offers to be sifted this weekend, although doubts remain one will emerge
By MARINA STRAUSS
Wednesday, January 18, 2006 Posted at 3:42 AM EST
From Wednesday's Globe and Mail
Hudson's Bay Co. has set a Friday deadline for bids to counter Jerry Zucker's hostile $1.1-billion offer, industry sources say, turning up the heat on would-be suitors.
The move means that those poring over HBC's books and its array of complex store leases have three more days to figure out whether they can make the math work -- a process that so far appears to have eluded them.
If other bids do emerge, HBC's financial advisers probably would spend the weekend reviewing them, negotiating with the parties and "playing each off the other," possibly leading to an announcement early next week, one source suggested.
An HBC spokeswoman would not comment.
Among those considering topping the offer is Gerry Schwartz's takeover company Onex Corp. along with mall developer Mitchell Goldhar, The Globe and Mail disclosed this week. Another group looking at making an offer is U.S. equity fund Cerberus Capital Management LP in partnership with RioCan Real Estate Investment Trust and Kimco Realty Corp. of New Hyde Park, N.Y., sources say. RioCan is the major Canadian rival to Mr. Goldhar's First Pro Shopping Centres Inc.
News about the would-be suitors sent HBC shares up almost 9 per cent yesterday before they fell back. The shaares closed at $15.73, up $1.08 or 7.3 per cent, in heavy trading on the Toronto Stock Exchange. That raised the stock above Mr. Zucker's $14.75-a-share offer.
Other parties that have seriously mulled an offer are financial firms Bain Capital LLC and Gordon Bros., both of Boston, as well as investment firm Sun Capital Partners Inc. of Boca Raton, Fla., sources say.
Despite the jockeying, it is possible that ultimately no one will come forward with a better offer than that of the South Carolina industrialist, analysts warn. That would leave Mr. Zucker to decide whether to adjust his bid.
Robert Johnston, vice-president of Mr. Zucker's InterTech Group Inc., said in an interview that he is looking at boosting the bid, but not at lowering it. "We're considering our options right now."
If a substantially better bid emerges, Mr. Zucker, who holds almost 19 per cent of HBC shares, could tender to it, Mr. Johnston said. However, he cannot sell his shares in the open market because he has an offer on the table.
He could walk away, analysts say, because his offer contains conditions that may be difficult to fulfill.
Some analysts are skeptical that the other potential bidders will come through with a counteroffer.
"I'm not holding my breath," said Robert Gibson, retailing analyst at Octagon Capital Research. He said the other players have had ample time to come forward.
Mr. Gibson believes that Mr. Zucker will ultimately raise his bid. The U.S. financier was finally granted access to HBC's confidential data in late December.
The emergence of two major mall developers as would-be players underscores the importance of HBC's real estate in any potential deal.
They would probably close some Zellers and Bay stores and find other retailers to fill the space, such as giant discounter Wal-Mart Canada Corp., sources say.
Mr. Goldhar, who is part of the Onex camp, is chief executive officer of First Pro, which is closely tied to Wal-Mart. If successful, the group probably would convert some HBC stores to Wal-Mart, sources say, adding that other chains interested in picking up HBC locations include Loblaw Cos. Ltd. and Home Depot Canada.
Mr. Gibson suggested that the Onex/Goldhar group may also sell some of the real estate to Calloway Real Estate Investment Trust, of which Mr. Goldhar is the largest shareholder. In recent years, First Pro has sold about 95 properties to the REIT.
RioCan, meanwhile, is the single largest landlord of Zellers, which is the discount arm of HBC. Sources suggest that the Cerberus/RioCan/Kimco camp would have liked to have lured U.S. discounter Target Corp. to Canada to take over HBC sites, but Target currently is not interested.
Analysts have said for years that HBC has too many Zellers and Bay stores, which now number almost 400.
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Wednesday » January 18 » 2006
Too weak, too long: Hudson's Bay Co.'s days are numbered
Mark Anderson
The Ottawa Citizen
Wednesday, January 18, 2006
After more than three centuries in business, the end game is coming for Hudson's Bay Co., Canada's oldest retailer -- scratch that, Canada's oldest company, period.
As with the demise of the T. Eaton Co. five years ago, nationalists are already bemoaning the imminent loss of yet another historic corporate landmark.
For many, the pill will be especially bitter if the company's assets go to an American -- in this case, South Carolina businessman Jerry Zucker, who's currently offering $1.1 billion for the remainder of HBC's shares.
Interestingly, however, the prospect of a competing bid from Canadian companies -- Onex Corp. and First Pro Shopping Centres are rumoured to be mulling over a bid of their own -- might prove more damaging to the Canadian retail industry in the long term. That's because some analysts are speculating Wal-Mart Canada, the Canadian division of U.S. giant Wal-Mart Stores Inc., might be waiting in the wings, eager to occupy HBC floor space in the event of a successful Onex/First Pro bid.
Should this scenario come to pass, it's reasoned, Wal-Mart Canada could move far more quickly on its plan to roll out a suite of massive retail-grocery supercentres, putting pressure not only on our sole remaining department store chain -- Sears Canada -- but also on our major grocery chains: Loblaws, Sobeys and Metro Inc.
The rationale behind this particular theory is two-fold. First, HBC's real estate has been valued at anywhere from $700 million to $1 billion. Since Zucker's bid for the entire company is a mere $1.1-billion, it stands to reason that HBC's retail operation, brand equity and other assets are seen as virtually worthless.
This, in and of itself, isn't surprising, giving that HBC has reported losses in seven of its past eight quarters, including a whopping $50.3-million, 72-cents-per-share loss in its most recent quarter (analysts had expected a comparatively tiny loss of three cents per share).
If Zucker covets HBC primarily for its real estate, other bidders will surely have the same goal in mind. And since First Pro has a decade-long relationship with Wal-Mart Canada -- 90 of First Pro's Ontario big-box malls have freestanding Wal-Mart stores -- it makes sense that Wal-Mart would be one of the main beneficiaries of a successful First Pro-Onex bid.
The problem with this scenario, however, is that very little of HBC's real estate is suitable for regular Wal-Mart stores, let alone supercentres. Virtually without exception Bay department stores are not freestanding, but enclosed within larger shopping complexes, a model that doesn't mesh with Wal-Mart's standalone footprint.
HBC does own freestanding Zellers stores, but these are generally too small to be of use: the largest are 90,000 square feet, whereas Wal-Mart requires a minimum of 130,000 square feet for its regular stores, and close to 200,000 square feet for its supercentres. Of course, there is value in the zoned land -- it generally takes a minimum of three years, and sometimes as long as a decade, for Wal-Mart stores to line up the necessary zoning approvals -- but most of the sites would still be too small to accommodate Wal-Mart's massive acreage.
A more likely scenario would be for the Zellers stores, many of which are state-of-the-art and well-situated, to be sold to a chain with a similar footprint. Toronto retail consultant John Winter suggests the U.S. discount retailer Target, which has been eyeing Canada for some time, would be a logical fit.
Either way, whoever buys the Hudson's Bay Company will almost certainly break it up and sell it piecemeal. Which is a shame because, according to Winter, the company is not beyond repair.
"I think it's still salvageable. I go to Bay stores, and I've never seen them operating better than they are today. They've been working diligently to integrate their computer systems and supply chain, to get some new clothing lines and to capitalize on their Olympic cache. These are all solid, sensible steps."
Unfortunately, they're steps that needed to be taken 10 or 15 years ago, when Sears Canada undertook its major restructuring, the benefits of which are apparent today in per-foot sales almost double those of Bay and Zellers stores.
In the end, it comes down to productivity. The weak always get culled in the retail industry, and Hudson's Bay Co. has been too weak for too long.
Given time, it might be able to turn itself around. After 335-years in business, however, time appears finally to have run out on Canada's oldest company.