Catalyst seeks financing to top Hudson's Bay deal: sources

Private equity firm Catalyst Capital Group Inc is seeking financing for a bid for Saks Fifth Avenue owner Hudson’s Bay Co that would top a C$1.9 billion ($1.4 billion) deal the retailer reached last month to sell itself to a consortium led by the department store operator’s executive chairman, Richard Baker, according to people familiar with the matter.

Baker’s consortium already owns 57% of Hudson’s Bay, and it has informed the company it would block a sale to another party. However, Catalyst is hoping to pressure Hudson’s Bay to seek a better deal with its attempt to put together its own bid.

Catalyst has reached out to banks such as Wells Fargo & Co, as well as hedge funds, as it tries to secure financing for its bid in the form of an asset-based loan and real estate debt, the sources said. It is far from certain that Catalyst will be able to put together a bid for Hudson’s Bay, the sources added.

The sources asked not to be identified because the matter is confidential. Spokespeople for Hudson’s Bay, Catalyst and Baker did not immediately respond to requests for comment, while Wells Fargo declined to comment.

Catalyst, which owns roughly 17.5% of the retailer, said last month that 28.2% of Hudson’s Bay’s shareholder base opposes the deal with Baker, because it deems the price too low. It did not name other shareholders who share that view.

The Toronto-based buyout firm added it had started to review the possibility of pursuing an alternative deal for Hudson’s Bay.

Baker’s consortium needs a majority of the unaffiliated Hudson’s Bay shareholders to support his deal in a vote scheduled for Dec. 17.
Hudson’s Bay shares were trading on Thursday morning at C$9.11, below Baker’s deal price of C$10.30, indicating most investors are skeptical a better offer is forthcoming.

The take-private deal comes seven years after Baker took Hudson’s Bay public, and values the company at just a third of its 2015 worth, reflecting the challenges facing brick-and-mortal retail chains amid the rising popularity of online shopping.

Hudson’s Bay is now focusing on its core businesses, Saks, and the eponymous Hudson’s Bay department store chain in Canada.

An independent valuation report by real estate services firms CBRE Group Inc and Cushman & Wakefield Plc valued Hudson’s Bay real estate at $C8.75 per diluted share, helping Baker’s push to convince a Hudson’s Bay special board committee to a deal closer to his offer.