One of our holdings, Franchise Group, has been a part of a dramatic M&A process involving Kohl’s, the department store.
Yesterday they announced that they have a ~3 week exclusivity period under the guise of a ~$60 / share bid for the company. I’m doing this off the top of my head but Franchise has an enterprise value of about ~$3B to Kohl’s. As such, it’s a bit of a python swallowing a horse. Here’s the press release:
In reality, a large portion of Kohl’s enterprise value is represented by the dirt under it, the un-levered real estate. Franchise indicated that it intends on financing the deal with $1B from its credit facility, effectively cross-collateralizing other assets in its portfolio to fund the equity portion of the deal. It intends to fund the rest, I presume, with a sale-leaseback of the real estate and keep the existing Kohl’s corporate debt outstanding.
I have no opinion on the transaction, as I really have no opinion on any transactions that any of the private equity managers we are invested with (Franchise is effectively a publicly traded private equity fund) before they close. The investment was in the managers, and after the fact, we can evaluate whether they have been doing a good job or not. To evaluate something without any of the real behind the scenes data is for my own purposes, futile, as the premise in investing in them is they make investments that most people don’t see value in, thereby creating alpha / outperformance.
All we really do have is the following from the prior earnings call when asked about Kohl’s specifically:
All we really have to go off of is their prior track record, which one could describe as adequate to very good to date with the caveat that it’s still early with Franchise being a newer company. Its most recent transaction was what one could describe as financial alchemy, as it executed sale-leasebacks on the real estate and sold the consumer receivables to reduce their basis to less than $0. What is less clear is their longer term ability to grow the businesses they own with repeatability – and this is more important than financial alchemy.
What is quite certain is the next month should be an interesting one for Franchise, and the next year, given all of the recent transactions, should be telling as to how they manage the materially larger portfolio than only a few years prior.
Disclosure: We own shares of Franchise Group, this is not investment advice. Do your own work.