- The $947M retail portfolio sale of 117 JCPenney stores to Onyx Partners has collapsed.
- Copper Property CTL Pass Through Trust terminated the deal after Onyx missed the closing deadline.
- Both firms are now involved in litigation and dispute over deposits and contract performance.
- The trust must quickly restart sales efforts to meet creditor obligations from JCPenney’s bankruptcy.
Deal Falls Apart
CoStar reports that Copper Property CTL Pass Through Trust’s $947M deal to sell a 117-store JCPenney portfolio to Onyx Partners has collapsed. The buyer failed to close by the December 26 deadline. The trust, formed after JCPenney’s 2020 bankruptcy, says it fulfilled all required conditions. Onyx disagrees, claiming the seller withheld key tenant documents. It has filed a lawsuit seeking damages or to force the deal’s completion.
Legal Dispute Intensifies
Copper Property and Onyx Partners are now engaged in a legal battle. The trust wants the full $5M deposit and currently holds $2M. Onyx is disputing the release of the remaining amount. Copper Property says it will aggressively challenge Onyx’s claims. Both sides may pursue counterclaims, adding more complexity to the dispute.
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Implications for Portfolio and Creditors
The failed transaction was one of the largest recent US retail property sales, covering 15.5M SF across 35 states and Puerto Rico. With the collapse, Copper Property must quickly relaunch marketing of the JCPenney retail portfolio. The proceeds are intended to reimburse creditors from JCPenney’s bankruptcy, and any delay or complication may affect those recoveries. The timing is particularly sensitive as JCPenney undergoes a broader corporate transformation following its merger with the owner of Aéropostale, forming a new retail group aimed at revitalizing legacy brands.
What’s Next
The trust is now considering alternatives, including portfolio, sub-portfolio, or single-asset sales, and possibly financing deals. The outcome will set the timeline for creditor repayments. JCPenney continues to occupy all locations under triple-net master leases, covering taxes, insurance, and maintenance.
