JCPenney Files Draft Asset Purchase Agreement
J. C. Penney Company, Inc. announced that it has filed a draft asset purchase agreement, which tracks the terms of the previously announced letter of intent, to sell JCPenney. All parties are working to conclude negotiations and intend to utilize the ongoing mediation process to help achieve that goal. Key terms of the draft APA are as follows: *Brookfield Asset Management, Inc (“Brookfield”) and Simon Property Group (“Simon”) will acquire substantially all of JCPenney’s retail and operating assets (“OpCo”) through a combination of cash and new term loan debt. *The formation of separate property holding companies (“PropCos”), comprising 160 of the Company’s real estate assets and all of its owned distribution centers, which will be owned by the Company’s Debtor-in-Possession and First Lien Lenders. *The OpCo and PropCos will enter into a master lease with respect to the properties and distribution centers moved into the PropCos.