- Copper Property CTL Pass Through Trust sued Onyx Partners on Aug. 25, seeking at least $150M in damages.
- Onyx presented a $934M offer for 117 stores spanning 15M SF across 35 states, with a $20M nonrefundable deposit.
- The dispute follows a January 2025 agreement for 119 assets at $947M that later shifted to 117 stores and did not close.
Bisnow reports that the JCPenney store deal has moved from a failed transaction into a major legal fight. Copper Property CTL Pass Through Trust sued Onyx Partners on Aug. 25 and seeks at least $150M in damages. The dispute centers on a 117-store portfolio and Onyx’s latest $934M offer.
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JCPenney Store Deal History Fuels Dispute
Onyx agreed in January 2025 to buy 119 JCPenney assets for $947M in cash. Two properties were later sold, leaving 117 stores in the disputed portfolio. Copper says the contract expired at the end of 2025 after the transaction did not close. The trust alleges that delays reduced the portfolio’s value and cost it the opportunity to sell to another buyer.
The Details
The complaint alleges that Onyx misrepresented its funding position. It also says Onyx later shifted from an all-cash structure toward a deal funded mostly with debt. Copper says the delays reduced the portfolio’s value and cost it the chance to sell to another buyer. Onyx has disputed the seller’s account and says required seller documents remained outstanding.
Legal Claims Multiply
The failed JCPenney portfolio sale has also produced litigation in multiple states. Copper says Onyx placed lis pendens on 38 JCPenney assets in four states, clouding their legal status and delaying sales. Onyx has filed cases in New York and California over alleged contract deficiencies. Copper is seeking damages for fraud, unfair and deceptive conduct, interference with business relationships, and related claims.
Why It Matters
The lawsuit leaves a large retail portfolio tied up in a financing and contract dispute. Copper alleges that the delays damaged both its balance sheet and the portfolio’s marketability. Onyx disputes that account and says seller deliverables remain outstanding. The competing claims mean the underlying real estate is still caught between a proposed sale and active litigation.
What’s Next
Onyx says it is prepared to move toward closing and expects the seller to respond to its latest offer. Copper says it intends to pursue its claims in court and questions the credibility of Onyx’s proposed purchase. The next steps therefore depend on both litigation and whether the parties can revive a transaction for the 117 properties.
