Forever 21 May Get Rescued -- by Mall Owners

When Forever 21 filed its Chapter 11 bankruptcy protection claim on Sunday, among its 15 largest creditors were mall owners Simon Property Group, Brookfield Property Partners and Macerich. The fast-fashion retailer owes Simon Property $8.13 million, $5.29 million to Brookfield and $2.7 million to Macerich in unpaid rent. All three claims are unsecured, which means that some or all the debt may be discharged in the bankruptcy.

The 35-year-old company has secured $350 million in debtor-in-possession financing from JPMorgan and private equity firm TPG Capital, and in a letter on its website it assures customers that stores that remain open will be operating as usual. Forever 21 operates 549 stores in the United States, and affiliates of the company operate 251 international stores.

The company does not own any real estate. All its U.S. stores are located in shopping malls, and some cover 100,000 square feet or more, although the average is 40,000 square feet. Those large stores occupy mall spaces that once housed anchor stores like Mervyn’s and Gottschalk’s, both long-since liquidated. According to a Bloomberg report, Forever 21 is Simon Property’s sixth-largest non-department-store tenant, with 99 outlets covering 1.5 million square feet.

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Simon Property and Brookfield Property were reported to be in discussions with Forever 21 to acquire a stake in the privately held retailer that might have avoided the bankruptcy filing, but the discussions failed to reach an agreement. Mall owners face two big problems from Forever 21’s filing.

First, the dark holes left by closed stores are not a good look for shopping malls. If the mall owners could keep the stores open, even at a reduced rent, the mall continues to look like a place where people want to be.

Simon Property has been involved in at least one other similar rescue plan. In 2016, the company teamed up with General Growth Partners (now owned by Brookfield) to buy teen apparel retailer Aeropostale out of bankruptcy. The purchase kept the lights on and Aeropostale stores have survived.

Second, the closure of the large Forever 21 stores could trigger clauses in rental agreements with other retailers that would allow them to close or renegotiate their rents. Taking an ownership stake in the struggling retailer is a gamble, but the successful experience with Aeropostale has boosted the two mall owners’ confidence in their ability to save both a retailer and their own cash flow.

Retail bankruptcies have become relatively commonplace, leading Simon Property CEO David Simon to say on its second-quarter conference call, “We’re certainly as good as the private equity guys when it comes to retail investment.”

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There’s still a chance that negotiations between Forever 21 and its mall lessors will resume, according to the New York Post, citing an unnamed source. The battle is likely to be fought primarily among Forever 21’s owners, including controlling shareholder Do Won Chang, who wants to hold on to a share of the company he founded 35 years ago.