Activist investor, takeover talk heap pressure on Kohl's Corp

Kohl's Corp has been approached by a potential buyer, sources said on Tuesday, as the department store came under fresh pressure from an activist hedge fund to explore strategic options if it does not find a way to boost its stock price.

Acacia Research, which is backed by activist investment firm Starboard Value, has held talks with Kohl's in the last few days to lay the groundwork for a bid, Reuters reported earlier, citing two people familiar with the discussions.

Representatives for Acacia and Starboard did not respond to requests for comment and it is not guaranteed that a bid or potential takeover will follow.

Macellum Advisors said on Tuesday that Kohl's should explore strategic options, including a sale, adding it planned to nominate directors to the retailer's board, confirming a Reuters report from December.

Kohl's share price jumped as much as 6% on a day the market was broadly trading lower. Kohl's said it does not comment on "rumors and speculation".

In a separate statement it said its "strategy is producing results" and that management and the board "refuse to be distracted" from delivering stronger results for all investors.

The approach from Acacia and push by Macellum create fresh upheaval for a company that only last year reached a deal with a group of activists, including Macellum, to refresh its board, and then faced calls from another activist, Engine Capital, to sell itself.

Since then changes including brand partnerships with beauty products chain Sephora have led to stronger sales, the company said. It added that "based on our performance in 2021, we are positioned to exceed our key 2023 financial goals two years ahead of plan".

But Macellum, which owns nearly 5% of Kohl's stock, hasn't been satisfied by progress achieved since last year when it along with two other firms nominated nine directors, including Macellum's chief executive officer, Jonathan Duskin.

Calling 2021 "another lost year at Kohl's", Macellum criticized the stock price's 22% drop from April when it reached the settlement through this week. In 2021, Kohl's agreed to add three new directors to its board, including two nominated by Macellum and the others.

Kohl's can optimize its balance sheet by monetizing $4 billion of its real estate and returning the proceeds to shareholders through a buyback, which could boost its stock to $100 apiece, Macellum said.

If Kohl's can't pursue improvements it should consider a sale, the hedge fund said, adding "there are well-capitalized strategic and financial buyers that could pay a meaningful premium to acquire Kohl's." It did not name those firms.

Starboard and Acacia would likely work with Oak Street Real Estate Capital LLC to try and sell off Kohl's real estate holdings to raise additional capital for a transaction, the sources familiar with the discussions said.

Kohl's real estate holdings are estimated to be worth between $7 billion and $8 billion.