On a day where news out of retail land is scarce, the following brief statement/filing appears to be taking the mall anchors for a ride, to the upside:
Dillard's, Inc. (the "Company" or "Dillard's") intends to form a wholly-owned
subsidiary that will seek to operate as a real estate investment trust (the
"REIT"). Dillard's believes the formation of a REIT may enhance its ability to
access debt or preferred stock and thereby enhance its liquidity. It is
intended that various Dillard's entities (the "Dillard's Parties") will
transfer to the REIT interests in certain real properties (the "Properties")
currently owned by the Dillard's Parties, who will lease the Properties back
from the REIT under "triple net" leases.
We’ve been asked a couple of times what is driving the strength in the department store space, mainly Macy’s but it’s hard to ignore the strength in Sears and JC Penney. Yes, Macy’s was stamped with a “buy” last night from Cramer but this is likely coincidence more than anything else. The bottom line is the group is trading up in sympathy with speculation that each of this country’s mall anchors could/should employ a similar REIT subsidiary structure. While in theory this could be viewed as a valid reason to unleash real estate value and separate the “operations” from the “assets” we have to question whether it makes sense for each of these companies. The key differentiating factor between DDS and the others primarily surrounds the company’s “ruling family”. The Dilliard’s themselves are still in complete control of DDS with voting rights that comprise 99.4% of the B share super-voting stock (which in turn is entitled to electing two-thirds of the board). It’s also no secret that the Dillard family has long held interests in real estate (i.e entire malls) that Dillard stores operate in.
Interestingly the company notes in the filing that they believe this strategy with enhance the company’s access dept or preferred stock markets. This is clearly financial maneuvering at its best. To our best knowledge the company is as mature as it gets and really has little true capital (i.e growth) requirements. In looking at JCP specifically, we know that debt reduction is a company-stated top priority- even surpassing the desire to buyback stock. So, if access to debt capital markets is a key reason for engaging in such a structure, does this even apply to JCP or the other levered mall-anchors? Anything is possible for sure, but we’d be surprised to see the others following suit given their unique ownership characteristics as well as wide range of differences between each of the company’s operational strategies.