JCPenney store deal turns ugly as buyer accuses seller of sabotaging

JCPenney store deal turns ugly as buyer accuses seller of sabotaging

A ten-figure deal to promote more than 100 JCPenney shops has devolved right into a high-stakes authorized fight, with buyer Onyx Partners accusing the seller, the Copper Property belief, of intentionally sabotaging the transaction so it might chase the next value elsewhere.

In a lawsuit filed last week in Manhattan Supreme Court, Onyx claims the belief breached its contract and acted in unhealthy religion to kill the sale of 119 store properties price $947 million, alleging the seller secretly shopped the portfolio to other patrons and blocked closing by refusing to ship a required tenant estoppel certificates.

An estoppel certificates is a signed assertion from the tenant confirming the key phrases of its lease and whether or not any disputes exist, and the deal required a “clean” version from JCPenney to shut — one thing Onyx alleges the belief did not safe and then used as a pretext to derail the sale.

An aborted $947 million deal to promote more than 100 JCPenney shops has devolved right into a lawsuit. jetcityimage – inventory.adobe.com

The swimsuit says the belief repeatedly refused to increase the closing deadline — despite having performed so before — after JCPenney issued what Onyx calls a “dirty” estoppel asserting the landlord had violated the lease, an issue the buyer claims was created by the seller’s personal conduct and then weaponized to scuttle the deal.

Onyx claims the belief also violated a no-shop clause in the contract by advertising the properties to other patrons during the pre-closing interval, telling the buyer on a number of events that the portfolio was price “far more” than the agreed-upon value and that curiosity from other bidders was mounting.

The lawsuit states Onyx spent thousands and thousands of {dollars} getting ready for the closing — including lining up financing and getting into into ahead sale agreements for dozens of the shops — only to be left empty-handed when the belief refused to treatment the alleged defects or push the deal across the end line.

Onyx is asking the court docket to order the belief to finish the sale as initially agreed or, failing that, to award damages of no less than $200 million, turning what had been billed as a landmark real property transaction right into a courtroom showdown over alleged unhealthy religion.

The Post has sought remark from Onyx and Copper Property.

The belief which was created as a result of JCPenney’s chapter proceedings in 2020 is alleged to have had “seller’s remorse.” Kevin C Downs for The New York Post

The deal traces again to JCPenney’s Chapter 11 chapter in 2020, which led to the creation of the Copper Property CTL Pass Through Trust to liquidate the retailer’s real property.

In July, the belief announced it had struck a $947 million all-cash settlement with Boston-based Onyx Partners to promote 119 store properties, with a closing initially anticipated in September.

That deadline was later pushed again as the belief raced to satisfy court-mandated liquidation necessities.

As the closing approached, some belief traders raised issues that the per-store value was decrease than in earlier Copper Property sales, while executives harassed the urgency of finishing the transaction.

Last week, the belief disclosed in a regulatory submitting that the sale failed to shut ahead of a Friday termination deadline, formally killing the deal.

The collapse left the belief under strain to seek out another buyer before its Jan. 30, 2026 liquidation deadline, even as JCPenney continues working the shops as a tenant.

n a lawsuit filed last week in Manhattan Supreme Court, Onyx claims the belief breached its contract and acted in unhealthy religion to kill the sale of 119 store properties price $947 million. Getty Images

“Any potential real estate transaction between Copper Property and Onyx Partners Ltd. would purely represent a transfer between parties as property owner and landlord to JCPenney,” the chain’s mother or father company Catalyst Brands told The Post on Friday.

“It does not impact JCPenney store locations or operations. These 119 JCPenney stores will continue to operate and serve our loyal customers and communities.”

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