Macy’s, Inc. Rejects Unsolicited Proposal from Arkhouse and Brigade

23 January 2024

Macy’s has officially acknowledged the receipt of an unsolicited, non-binding proposal from Arkhouse Management Co. LP and Brigade Capital Management, LP on 1 December 2023. The proposal suggests acquiring all outstanding shares of Macy’s at a price of $21.00 per share in cash. The Macy’s, Inc. Board of Directors has critically assessed this non-binding proposal and has determined that it does not constitute sufficient grounds to enter into a non-disclosure agreement or disclose any due diligence information to Arkhouse and Brigade.

The commitment of the Macy’s, Inc. Board of Directors and management team to drive long-term value is unwavering, and they actively explore various avenues to achieve this objective. Regular reviews of the company's structure, strategies, and internal and external value-creation mechanisms are conducted. In response to the unsolicited proposal from Arkhouse and Brigade, the Board, in adherence to its fiduciary duties, conducted a meticulous evaluation with the support of independent legal, financial, and real estate advisors.

Arkhouse and Brigade, in response to the Board’s request, provided additional information pertaining to their financing plan. However, this supplementary information failed to alleviate the Board’s concerns regarding the financial feasibility of Arkhouse and Brigade’s proposed transaction. It is important to note that, contrary to Arkhouse's assertions, Macy’s, Inc.’s financial advisors never conveyed that there were no further questions regarding the financing plan. As recently as 15 January 2024, Macy’s, Inc.’s financial advisors approached Jefferies, the financial advisor for Arkhouse and Brigade, seeking updates on the financing plan but received no additional information.

Considering the Board’s reservations and the perceived lack of compelling value in the non-binding proposal, the decision has been made to refrain from entering into a non-disclosure agreement or providing any due diligence information to Arkhouse and Brigade.

Jeff Gennette, Chairman and Chief Executive Officer of Macy’s, Inc., expressed the Board's standpoint, stating, “The Macy’s, Inc. Board of Directors and management team have a proven track record of evaluating a broad range of options to enhance shareholder value. Following careful consideration and efforts to gather additional information from Arkhouse and Brigade, the Board determined that Arkhouse and Brigade’s proposal is not actionable and that it fails to provide compelling value to Macy’s, Inc. shareholders. We continue to be open to opportunities that are in the best interests of the Company and all of our shareholders.”

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