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Executive chairman of Saks-owner Hudson's Bay Co. puts in bid to take retailer private

Key Points
  • Richard Baker, executive chairman of Hudson's Bay Co., is leading a bid to take the retailer, which owns Saks, private, the company announced Monday.
  • A group of shareholders who collectively own 57% of the company submitted a proposal to take Hudson's Bay private at C$9.45 per share, payable in cash.
A pedestrian passes in front of the Saks Fifth Avenue Inc. women's store at Brookfield Place in New York, U.S.
Allison Joyce | Bloomberg | Getty Images

Richard Baker, executive chairman of Saks-owner Hudson's Bay, is leading a bid to take the retailer private, the company announced Monday.

A group of shareholders who collectively own 57% of the company — Baker, Rhone Capital, WeWork Property Advisors, Hanover Investments (Luxembourg) and Abrams Capital Management — submitted a proposal to take Hudson's Bay private at 9.45 Canadian dollars ($7.12) per share.

The all-cash offer values the company at a 48% premium to where the stock closed Friday. It is not contingent on financing.

Shares of Hudson's Bay have fallen nearly 13% year to date, according to Factset.

"While we continue to believe in HBC's long-term potential, it has become clear that the significant challenges, risks and uncertainties facing HBC in the rapidly evolving retail environment are best addressed in a private market setting," Baker said in a statement.

CNBC previously reported that Baker was trying to raise equity to fund taking the company private, even as its peers like Toys R Us were succumbing to the weight of debt leftover from leveraged buyouts.

In the past two years, Hudson's Bay has taken a number of steps to unwind the empire put together by Baker through deals, which have left the company leveraged, limiting its ability to adapt.

Hudson's Bay struck a deal in 2017 sell its flagship Lord & Taylor building in New York to WeWork Property Advisors and Rhone Capital, and later left the property entirely. HBC disclosed last month that it is exploring options for what is left of its Lord & Taylor stores.

The retailer announced Monday morning that it sold the remaining half of its interest in its European businesses for $1.5 billion and will use those funds to support Baker's bid. Hudson's Bay Co. had agreed to sell half its European business, including Galeria Kaufhof, to the Austrian owner of its rival, Karstadt Warenhaus, last year.

Though Hudson's Bay is a public company, Baker has long held tight control over it. He ran NRDC Equity Partners, the private equity firm that bought Hudson's Bay and took it public. He remains a principal shareholder.

Recent deals, though, have given up some control. As part of the Lord & Taylor deal with WeWork, Hudson's Bay sold a minority stake of preferred stock to Rhone Capital for $500 million, a move activist shareholder Jonathan Litt deemed dilutive.

The proposed deal is subject to approval from the "majority of the minority" of shareholders.

"Given our familiarity with the Company, we are confident that we will be able to negotiate and complete a transaction quickly," wrote Baker to David Leith, chairman of company's special committee in charge of reviewing the deal.

Baker's efforts come on the heels of the Nordstrom family's move to lead a management buyout of the namesake retailer. A group of Nordstrom family members, which owns 31.2% of Nordstrom, called off efforts to buy the company last year after the board's special committee rejected their bid as too low.