KROGER and ALBERTSONS have pushed back the timeline for their proposed merger and now expect the deal to close during the first half of Kroger's next fiscal year, which begins February 4. The companies are facing a lawsuit filed by Washington State Attorney General Bob Ferguson that seeks to prevent the merger. Under the revised timeline, should the merger receive approval, it would likely take until August to close, which would mark the end of Kroger's first half of FY24. 

In the RITE AID CORPORATION, DIP case, the Debtors notified the Court of their plans to close 12 additional stores. To date, the Debtors have notified the Court of 377 store closures. 

In other news, Rite Aid launched its same-day delivery service for customers within 15 miles of select store locations. Customers can shop over 17,000 essential health and personal care, grocery, and household items for same-day delivery and receive their order within three hours of checking out. 

MACY'S confirmed that on December 1, 2023, it received an unsolicited, non-binding proposal from Arkhouse Management Co. LP (a real-estate-focused private equity firm) and Brigade Capital Management, LP (a hedge fund) to acquire all the outstanding shares of the Company for $21.00 per share in cash.

We note that the proposal to take the Company private is valued at about $5.80 billion, which may be less than the value of the Company’s real estate, believed to be worth between $7.5 billion to $11.6 billion.

The Board noted that “the proposed cash equity contribution of only 25% of the required capital is well below current market levels for similar transactions, and consequently, the proposed overall leverage is well in excess of what could likely be achieved in today’s marketplace and sustainable for a company in our sector. This quantum of indebtedness, as well as your reliance on a large amount of payment-in-kind securities, make it highly unlikely that your proposed financing structure could be successfully executed.”

In other news, Macy's plans to close five stores, sell two furniture locations (to be relocated) and lay off roughly 2,350 employees, representing 3.5% of its total workforce and about 13% of its corporate staff, as it looks to reduce costs and redirect spending to improve the customer shopping experience.

RESTAURANT BRANDS INTERNATIONAL (RBI) and Carrols Restaurant Group, Inc. announced that they have reached an agreement for RBI to acquire all of Carrols' issued and outstanding shares for $9.55 per share in an all cash transaction, which values Carrols at about $1 billion. RBI currently owns about 15% of Carrols' outstanding shares. Carrols is the largest U.S. Burger King franchisee with 1,022 Burger King restaurants across 23 states that represented $1.80 billion in system sales during the TTM period ended 3Q23. Carrols also operates 60 Popeyes restaurants, another of RBI's franchise systems. RBI expects the deal will close in 2Q24, and plans to finance the transaction with cash on hand and term loan debt for which it has already received a financing commitment. Upon completion of the deal, RBI plans to considerably accelerate Carrols' rate of store remodels with the aim of completing modern image remodels at 600 locations over the next five years. RBI intends to invest about $500 million for this purpose, funded by Carrols' operating cash flow. Previously in November 2023, Carrols had entered into an agreement with its franchisor to remodel only 64 restaurants from 2023 to 2024.

SAVE A LOT management indicated a long-term goal to bring its store count, currently 800 stores across 32 states, to 3,000 units. SVP of Field Sales and Marketing Mark Kotcher said, "We exist to serve the underserved. There is just so much need out there." Kotcher said the Company is gaining inspiration from Europe, where there is a higher penetration of discount grocers. 

AMAZON confirmed it is laying off fewer than 5% of the employees in its Buy with Prime division. The Company said, "We regularly review the structure of our teams and make adjustments based on the needs of the business and, following a recent review, we've made the difficult decision to eliminate a small number of roles on our Buy with Prime team." 

BJ'S WHOLESALE CLUB is opening a new store in Johnson City, NY on January 26, bringing its store count in New York to 48. The location will feature a gas station on-site. 

WHOLE FOODS MARKET opened its new 43,000 square-foot store in The Shops at Evergreen Walk in South Windsor, CT, its fifth in the greater Hartford area. 

GIANT EAGLE is preparing to open its first automated micro-fulfillment center (MFC) at a site in Pittsburgh, PA. The Company will use the MFC, which will stock center store goods as well as chilled and frozen items, to fulfill curbside pickup orders. While the Company confirmed it is looking for workers for the facility, it declined to provide further details. 

WALMART is closing its in-house technology incubator and lab, citing its overall operations are now integrated with technology innovation. Store No. 8 opened in late 2017 with a mission to find innovative solutions that could be applied to business operations over the next three to five years via partnerships as well as tech entrepreneurs recruited to join its staff. 

THE RALEY'S COMPANIES has completed the conversion of two in-store cafes to Starbucks kiosks. The conversions occurred inside Raley's in Sacramento, CA and Incline Village, NV. Raley's and Starbucks have plans for additional locations. This includes the Bel Air Market in Gold River, CA, which will be converted in Spring 2024. Additional plans are in the works for several more locations over the next three years. 

The DILLARD'S at the Promenade Mall in Tulsa, OK is converting to a Dillard's Clearance Center, with the switch scheduled to occur by Easter weekend in late March. Dillard's Clearance Center's take clearance clothing from other Dillard's locations and sell them at a deep discount. The store is working to clear out its existing inventory in preparation to convert to the new format.

In 2023, we reported that WEST MARINE completed an out-of-court transaction which restructured its balance sheet, and a recapitalization that provided the Company with $150 million of additional capital. The transactions had an immediate impact of strengthening liquidity and reducing debt. However, deep-seated operational problems persist. Inflation, high interest rates and high gas prices are hitting upper- and middle-class boating enthusiasts, which is slowing the pace of spending on boats and boating products. Additionally, discretionary spending is being redirected to leisure activities that were unavailable during the pandemic.

Aggravating factors which could lead to further instability include a history of management turnover, ongoing declines in sales, a continuation or reduction of profitability metrics (which have remained in the low single percent range), persistently weak cash flow, and continued private equity ownership. S&P Global Ratings recently assigned a management and governance (M&G) assessment of “negative” to the Company, which reflects “material deficiencies in the M&G that clearly increase credit risk.” An M&G assessment evaluates "oversight and direction conducted by an entity's owners, board representatives, and executive managers." S&P, which continues to rate the Company at CCC (nine notches below investment grade) also noted the possibility of a default within the next 12 months.

FITNESS INTERNATIONAL (LA FITNESS) is reportedly working with lenders to refinance its existing credit facilities maturing in 2025. The Company aims to secure a new set of loans totaling $1.28 billion, which will include a $300 million revolver, a $300 million term loan A maturing in 2028, and a $675 million term loan B maturing in 2029. The newly proposed credit agreement includes a covenant that mandates a minimum 1.25x TTM EBITDA fixed-charge coverage ratio. This ratio excludes rent expense unlike the prior agreement, thereby making it easier for LA Fitness to meet its financial obligations. Additionally, the transaction is not expected to impact its current capital structure.

CAMPING WORLD announced that it is reviewing potential strategic alternatives for the Company's Good Sam business, which could include a potential sale, spin-off or other disposition of the business. No decision has been made whether to proceed with any particular alternative. The Company said it has not set a deadline for the strategic alternatives review process, and “there can be no assurance that this process will result in any particular outcome.”

CHRISTY SPORTS announced the opening of four new locations in Telluride and Aspen, CO. The Company continues to look for strategic opportunities to expand its network of stores. Last summer it opened a new location in Aspen inside the St. Regis Resort. This past fall, it opened three new stores in Telluride including a new flagship store on Main Street and two new stores in the Mountain Village.

MARCO'S PIZZA opened its 1,200th store in Louisville, KY on January 19 via franchisee Hoogland Restaurant Group. Hoogland now operates 117 Marco's stores and aims to open 20 more this year. Marco's is on pace for continued rapid expansion, with more than 100 stores in various stages of development and more than 170 franchising agreements signed. 

BOJANGLES opened 40 new restaurants in 2023, with 10 located in new markets. It also added 270 units to its "growth pipeline" last year, led by multi-unit franchising deals. Bojangles operates more than 800 restaurants in 17 states. 

Doherty Enterprises acquired 21 APPLEBEE'S restaurants located throughout the New York City metro area, formerly owned by Apple Metro. The Allendale, NJ-based company has been an Applebee's franchisee since 1993, and currently owns and operates 104 Applebee's restaurants in New York, New Jersey, Florida, and Georgia. Its full portfolio includes 160 franchise restaurants under the Applebee's, Panera Bread, and Chevys Fresh Mex banners. Applebee's franchised operations consist of 1,600 restaurants globally and are franchised by subsidiaries of Dine Brands.

In other news, Dine Brands promoted Scott Gladstone as its new chief development officer. Gladstone has served as international president since January 2023. 

General Interest