Sears, Urban Outfitters Smart to Consider Rival Bids for J. Crew

According to reports out of Bloomberg today, J. Crew Group (JCG), the upscale clothing retailer run by former Gap CEO Mickey Drexler, could receive competing buyout offers from the likes of Sears Holdings (SHLD) or Urban Outfitters (URBN). J. Crew has already agreed to a private equity buyout for $43.50 per share in cash, but the deal included a “go-shop” provision,which allows the company to solicit higher bids until January 15th. This Bloomberg report signals that other parties are indeed interested to some degree.

I have been following the situation closely because J. Crew is a current holding in a portfolio I manage for Peridot Capital on Wealthfront. Normally with the stock of an acquisition target trading less than 1% below the agreed upon buyout price I would have long sold the stock, but the price J. Crew accepted made me hold on with hopes of another offer. JCG agreed to sell out for less than 7.5 times trailing cash flow, which may be in line with their peer group, but JCG is not just an average run-of-the-mill retailer. The company’s upscale apparel, coupled with the merchandising abilities of CEO Drexler, make the company a very hot commodity in retail. The original purchase price of $43.50 seemed low to me, given that one would expect a buyout to fetch a premium price for such a wonderful asset within the retailing arena.

As a result, the Bloomberg report that other retailers are poking around and weighing offers should not be overly surprising, but the two parties mentioned are very interesting. Sears, you may recall, was taken over by Eddie Lampert in a move widely expected to result in him diversifying away from their legacy Sears and Kmart stores. Investors (myself included) were excited about the potential for Lampert to siphon off cash flow from Sears’ retail stores and expand into other areas with better growth prospects, but became disgusted and bailed on the stock after he did very little to move away from those two chains. Other than a bid for Restoration Hardware several years ago, Sears has squandered an opportunity so far but perhaps their interest in delving into J. Crew’s books signals a much needed shift in strategy. Not only would J. Crew give Sears a new upscale brand with much more growth potential, but the company’s lower end J. Crew factory outlet line could sell quite well in Sears and Kmart stores, which would boost J. Crew’s reach almost immediately.

Interest from Urban Outfitters is also interesting because it would fit in with the company’s Anthropologie stores as an upscale brand with a middle age target consumer. Rather than building new brands from scratch, which is what Urban has chosen to do in the past, buying an established company like J. Crew (and getting Mickey Drexler) would really mesh well with the company’s image and overall direction in the industry.

While there are no assurances that a rival bid will actually emerge in the next 10 days or so, this story is certainly one to watch. Not only could a company easily justify a purchase price 10-20% above the $43.50 that J. Crew has already accepted, but in the case of the specific companies rumored to be sniffing around, the strategic fits are quite obvious, which cannot always be said in the world of M&A.

Full Disclosure: Long shares of J. Crew and Urban Outfitters with no position in Sears at the time of writing, but positions may change at any time.

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