A sale of more than 115 JCPenney stores around the country for $947 million to Onyx Partners has collapsed after the purchase wasn't completed by a Dec. 26 deadline.
Copper Property CTL Pass Through Trust terminated its agreement with the Boston-based private equity firm after it said Onyx missed the required closing date. The trust said it satisfied all conditions while the buyer failed to perform, according to a federal regulatory filing by Copper Property.
Onyx struck back with a lawsuit seeking specific performance or damages, the filing said, with the firm claiming Copper Property breached the accord. Copper Property Trust said in its filing it will "aggressively contest" the claims and pursue counterclaims, and neither Copper Property Trust nor Onyx responded to requests for more data.
The deal represented one of the largest pending retail property sales in the United States. The portfolio spans 35 states and Puerto Rico, totaling 15.5 million square feet of leasable space.
Onyx said in an email to CoStar before the termination that it remained ready to close once the trust delivered outstanding tenant documentation. The firm claimed certain seller deliverables remained incomplete.
Copper Property counters that it met all obligations. The trust said it is evaluating "all legal rights" against Onyx and other parties.
Deposit and sale restart issues
Copper Property holds $2 million of Onyx's $5 million deposit. The trust is demanding the remaining $3 million from the escrow agent. Onyx disputes the claim.
The trust may distribute $2 million to stockholders on Jan. 9 as part of its monthly cash payment.
The collapse forces Copper Property to restart its sales process with compressed timelines. The trust must liquidate remaining properties to reimburse JCPenney creditors from the retailer's 2020 bankruptcy. The failed transaction could trigger default provisions and complicate creditor recovery efforts.
The trust plans to terminate its marketing process and explore alternatives in early 2026. Options include sales of the entire portfolio, sub-portfolios, individual properties, financing transactions or other combinations.
Copper Property received more than 700 inquiries when it initially marketed the assets through Newmark and Hilco Real Estate.
J.C. Penney maintains triple-net master leases on all the locations, with the tenants paying insurance, taxes, and maintenance costs.