A $947 million deal to sell 117 J.C. Penney stores faces collapse after buyer Onyx Partners failed to complete the transaction by a scheduled deadline.
The seller, Copper Property CTL Pass Through Trust, said in a statement that the deal — one of the largest pending retail property sales in the United States — did not close as planned this week. The trust has issued a termination notice to Onyx, saying the agreement now expires on Friday unless the Boston-based private equity firm completes the purchase.
A failed transaction would leave Copper Property scrambling to liquidate its J.C. Penney real estate portfolio before another deadline of Jan. 30. The trust must sell all remaining properties to reimburse J.C. Penney creditors from the retailer's 2020 bankruptcy. The deal's collapse could trigger default provisions and complicate creditor recovery.
If the deal falls apart, Copper Property must restart marketing efforts or negotiate with previous bidders. The compressed timeline limits options. The trust carries $25 million in cash reserves to fund operations during the extended sale process.
Onyx had extended the closing date twice before moving it to Tuesday. Copper Property said that Onyx did not meet that deadline.
The portfolio spans 35 states and Puerto Rico, according to marketing materials from brokers Newmark and Hilco Real Estate. The properties total 15.5 million square feet of leasable space. Twenty locations operate under ground leases. J.C. Penney maintains triple-net master leases on all the locations, meaning that the tenant pays for insurance, taxes and maintenance costs.
Copper Property selected Onyx after receiving more than 700 inquiries through Newmark and Hilco.
Copper Property and Hilco declined to comment to CoStar News. Newmark and Onyx did not respond to requests for comment.
Industry observers noted the $8 million average price per store fell below previous comparable sales, which averaged $12.8 million, according to the trust. The four properties sold by Copper Property in 2025 have averaged a sales price of $8.2 million each.
Creditors stood to receive $928 million to $932 million from the sale after closing costs.
The trust was formed after Plano, Texas-based J.C. Penney filed for Chapter 11 bankruptcy during the pandemic. It originally managed 160 stores and six industrial properties. Copper Property has sold more than 40 stores since its formation for a total sales price of $548 million.