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Richard Baker is retail poison!

source: https://therobinreport.com/saks-global-another-trainwreck/

01.07.26: The Robin Report: Saks Global: Another Trainwreck by Mark Cohen

Saks Global is Richard Baker’s next and maybe his final retail failure. Lord & Taylor, The Hudson Bay Company in all its various iterations in Canada and Europe, and now the monstrosity he recently created by putting Saks Fifth Avenue, Saks Off Fifth, Neiman Marcus and Bergdorf Goodman together, teeters on bankruptcy. This recent disaster is the result of the company’s failure to make a required $100 million interest payment to lenders at year’s end.

Baker, as a real estate manipulator, gets high marks. As a retail leader and retail strategist, however, he has been an abject failure.

Baker Shadow Play

Baker suddenly appeared on the retail scene in 2006 when his real estate company, NRDC, bought Lord & Taylor from the newly branded Federated/Macy’s Corporation, which inherited L&T when it acquired May Company stores. Then, in 2008, Baker acquired control of The Hudson Bay Company following the untimely death of its majority shareholder. Three years later, in 2011, Baker’s HBC sold its Zeller’s stores in Canada to Target Corporation for $1.8 billion. Kudos to Baker, as most of the Zeller’s store locations were arguably worthless as hapless Target would soon find out.

When I was Director of Retail Studies at the Columbia Business School, I attended a student-led Retail and Luxury Goods Conference in 2012, keynoted by Baker. He gave a rambling off the cuff 40-minute presentation in which he regaled the 250 students and guests in the audience about how great it was to be rich; how he did little work at Wharton having surrounded himself with “good looking babes” eager to do his work; and how he had just “stolen” Lord & Taylor from Federated for $1.2 billion. Narcissism aside, he was likely correct in his view that Federated could not wait to unload L&T as an outlying May Company property. He went on to talk about how easy it was to master the art of merchandising based on his exposure to L&T’s business. Completely put off by this performance, I was unfortunately seated in a location that precluded me from leaving early.

Next in 2013, Baker acquired Saks Fifth Avenue and Saks Off Fifth stores in what might be described as another triumph of price over value. Saks’ management had failed to fully recognize the leverage it could have used on its own behalf based on its Fifth Avenue store’s real estate valuation. Baker, as a real estate manipulator, gets high marks. As a retail leader and retail strategist, however, he has been an abject failure. His stewardship of Lord & Taylor was pathetic.

In an effort to cut expenses, he attempted to rationalize back-of-the-house activities between Canada-based Bay stores and American-based L&T stores, which may have made sense to some clueless consultant but never worked in retail reality. He then came up with a scheme to downsize the L&T Fifth Avenue flagship and sold the building to that other paragon of business strategy, WeWork, eventually ki-ling the L&T brand.

Baker and The Bay

The disruption and ultimate liquidation of The Bay’s principal competitor in apparel, accessories and soft home, Sears Canada, should have resulted in a once-in-a-lifetime opportunity, but The Bay failed to capitalize on it.

Moving Saks Fifth Avenue stores into The Bay stores spaces in Canada and introducing Saks Off Fifth in Canada was another failed initiative. In fact, moving Saks Fifth Avenue into a cavernous “low-brow” Bay location on Queen Street adjacent to the Eaton Center in Toronto was an incredible misstep in and of itself. The physical space was available, but the luxury customer certainly wasn’t there.

Opening over a dozen Bay department stores in the Netherlands in 2017 was another bone-headed move. Baker did a complex deal with Germany-based Galeria Karstadt Kaufhof, securing retail space in the Netherlands, but again the customer just wasn’t there. Allegedly, Baker believed that since the Canadian Army liberated the Netherlands from the Na-is at the end of WWII, the Dutch would welcome a Canadian company with open arms. It didn’t happen. The Dutch Bay stores were all closed by 2019. The customers who might have remembered being liberated in 1945 were either dead or too old to patronize a Canadian-owned department store. Baker claimed he made money on this ridiculous foray, and he may very well have, but the Dutch paid a terrible price for this catastrophe.

Baker Business Model

In 2024, Baker set his sights on acquiring Sak’s principal competitor, Neiman Marcus/Bergdorf Goodman. The timing wasn’t great. There was the disappearance of luxury competitor Barney’s, and the Saks business at best treaded water. Also, Neiman Marcus/Bergdorf Goodman was struggling to put a challenging Chapter 11 Bankruptcy proceeding behind it.

There was also the monetization of hbc.com and saks.com, which raised a considerable amount of money from a group of hapless investors. These investors did not realize how completely counterproductive this strategy would prove to be.

Along the way, Richard Baker has presided over a never-ending list of lead executives, many of whom barely lasted two years with the company. There was Tina Johnson, Jeff Sherman, Bonnie Brooks, Jerry Storch, and Helena Foulkes, among others. And then there was Marc Metrick, whose 30-year tenure with Saks has just come to an abrupt end. But maybe it was 30 years too long. Metrick was a planning executive at Saks who, in recent years, masqueraded as its lead merchant.

Debt Economics

The history of two weak and/or weakened retail companies merging and finding success is simply this: There is no history. Add to that the non-starter of two companies that essentially do business with the same customer and in many cases in the same geographic locations. But these hurdles didn’t stop Baker from consummating a debt-laden merger of two icons. And incomprehensibly, for well over a year, the company failed to pay many of Saks’ vendors either on time or in many cases at all. So, now both companies have just completed a poor 2025 in sales. And having been cut off from receiving fresh inventory by a cynical factor community, Saks Global just failed to make that $100 million year-end interest payment.

Baker in Bankruptcy

Maybe Baker will come up with a bundle of new cash. If business remains as poor as it has been, any new cash infusion would only be a stopgap measure. Alternatively, the company might come up with a prepackaged restructuring agreement with its creditors. Or it will surrender to a voluntary or involuntary bankruptcy proceeding.

I’m not a bankruptcy attorney, but having lived through Federated department store’s successful restructure, and an up close and personal experience with Bradlees stores eventual failed emergence from bankruptcy, I think the bell may soon toll for Saks Global.

If it files for Chapter 11 financial relief, creditors organize and line up based upon their preexisting credit agreements (or lack thereof). Secured creditors, typically the company’s lenders, rely on collateral rights while unsecured creditors, typically vendors and service providers, hope for some eventual relief through the bankruptcy process. All payables from the company, whether current or past due, are frozen.

In a bankruptcy, legal and financial restructuring professionals line up for a typically substantial fee opportunity. A new lender or a consortium of lenders emerges to provide Debtor in Possession funding to enable the company to stay upright while in bankruptcy. All vendors are asked to resume shipping based on the newly created surety of DIP financing.

But, lacking confidence that past due receivables will eventually be paid, many vendors resort to selling their company receivables to distressed debt (or vulture) investors for substantial discounted values. This, in my opinion, is a terrible flaw in the bankruptcy process in that unsecured vendors, who you would expect to have a stake in the company’s eventual successful emergence from bankruptcy, have now traded places with investors seeking a fast financial return.

Saks Global at Risk

If Sak’s Global were operating as a stable platform with a successful sales and margin track record, with capable senior leadership, a reliable operating strategy, and good relationships with its vendors and customers, there would be ample reason for the company to navigate through bankruptcy and emerge with new debt and a newly restructured balance sheet. But none of this appears to be the case. As 2026 unfolds to what will undoubtedly be a challenging year for all retailers, the prospects for Saks Global are truly grim. My sense is that many vendors long ago stopped shipping or have curtailed their support for Saks, Neiman Marcus and maybe even Bergdorf Goodman, and they are unlikely to get back on board after having been egregiously abused these past few years.

Many will find another retailer to serve their customers if they haven’t already done so or continue to build a direct-to-consumer model of their own. Why wouldn’t they? Who needs the sturm und drang of a failing retail partner who doesn’t pay its bills? If that happens, Saks Global is toast.


When a company starts pawning its patents to pay the bills...

Xerox’s problem is brutally simple: more cash goes out than comes in. Every quarter.

The business isn’t generating enough cash to cover interest, restructuring, and working capital.

Why? Because Xerox is burning cash from operations. Not investing cash. Burning it.

To plug the gap, they’re selling patents and borrowing money using what’s left of their Intellectual Property as collateral, basically pawning the family silver to pay this month’s bills.

At the current pace, they’ve got maybe 6–9 months of runway if they keep pulling levers like asset sales and emergency loans; without those, it’s closer to 2–3 quarters.

Seeking a $500M IP-backed loan means unsecured financing is effectively closed (credit rating at CCC+ = markets price in a real risk of default).

This does NOT fix the business, it just buys time.

If cash doesn’t turn positive fast (not “less negative,” but actually positive), the only realistic outcomes are:

#1 More asset sales (DocuShare, XMPie, CareAR, etc)
#2 Forced recapitalization (debt converts to equity, shareholders wiped)
#3 Chapter 11 (court-supervised version of #2)

Everything else you hear is just nicer words around that math.

The endgame is no longer theoretical, it’s just a matter of timing.

https://www.investing.com/news/stock-market-news/xerox-seeks-500-million-ipbacked-loan-to-boost-liquidity--wsj-93CH-4408966


How we got to now

I see posts on here all the time lamenting PE ownership, made without any understanding of how we got to this point, and how this goes all the way back to asinine decisions pre-bankruptcy in 2013. I’ve decided to play Cengage historian and lay some of this out for posterity, and so I can yell at the sky

2012–2013: Debt pile gets ugly
• Pre-bankruptcy: Before Chapter 11, Cengage was already doing financial engineering just to push out maturities — e.g., in 2012 it sold $725M of 11.5% senior secured notes due 2020 and amended its credit facilities to extend term loan and revolver maturities.
• July 2, 2013: Cengage files for Chapter 11 with about $5.8B of outstanding debt, announcing a “pre-arranged” restructuring to eliminate more than $4B of that.
Even before bankruptcy, they were in the classic LBO textbook-publisher trap: lots of high-coupon debt, some of it maturing in big lumps, and a business that’s not exactly a rocket ship.

2014: Emerges from Chapter 11… still leveraged
• April 1, 2014: Cengage officially emerges from Chapter 11. The plan cuts ~$4B of funded debt and brings in $1.75B of new Term Loan B financing, plus a $250M asset-based revolver, as exit financing.
• Post-reorg, they’re no longer at $5.8B of debt, but they do still have roughly ~$1.8–2B of funded debt sitting above a business doing around ~$2B of revenue at the time, still pretty leveraged.

That Term Loan B is key. By design, those loans usually have tiny quarterly amortization and then a big “bullet” (lump-sum) repayment at maturity. You drag a big principal balance for years, paying interest the whole time, then face a huge refinancing/repayment cliff at the end.

2014–2019: Term loan era, dividend recaps, and financial engineering
• In the years after emergence, Cengage spends a lot of time tweaking the capital structure: repricing the term loan, issuing additional term debt, and even doing share-repurchase and dividend recap transactions (they literally disclosed a “dividend recapitalization” in FY2015 current reports).
• if you’re still doing buybacks / dividends and refinancing loans rather than aggressively paying them down, you’re implicitly betting that refinancing the big bullet at the end of the term will be doable when you get there.
So by late 2010s you’ve got a company that did cut its original $5.8B anchor, but is still sitting on a large secured term loan and reliant on capital markets to roll that over when maturities and balloon payments come due.

2019–2020: Aborted McGraw-Hill merger, more uncertainty
• In 2019 Cengage announces a planned merger with McGraw-Hill and a related amendment to its senior secured credit facilities, again, capital structure is clearly front-and-center.
• The merger is ultimately called off in 2020 after regulatory issues, which leaves Cengage still independent, still carrying its own debt stack, and now without the scale/merger synergies that were supposed to help.
So by early 2020s, you’ve got: meaningful secured debt, a term-loan structure with big future maturities, and no merger “escape hatch.”

2021–2022: Rising rates + debt drag
• For FY22 (year ended March 31, 2022), Cengage reports adjusted cash revenue of about $1.37B and Adjusted Cash EBITDA less prepub of ~$326M.
• That’s a decent EBITDA number, but on top of a large term loan it still implies a non-trivial leverage ratio. As global rates move up and credit spreads widen (2022–2023), the cost of keeping that debt financed goes up, and the risk of refinancing a big bullet at attractive rates gets worse.
The company itself starts talking more about “financial flexibility” and de-leveraging in investor materials around this time… they know the balance sheet is constraining what they can do.

April 2023: Apollo preferred equity to prevent collapse
• April 17, 2023: Cengage announces that Apollo Funds will invest $500M into a new series of convertible preferred stock
• In the press release, Cengage explicitly says it will use the proceeds to “reduce outstanding debt and lower interest expense,” and to “increase financial flexibility” to invest in growth.
The old LBO-style debt and its balloon risk were getting harder and more expensive to carry in a higher-rate world. Rather than wait for a ugly refinancing fight when the big maturities hit, they sold a chunk of the company to Apollo via preferred equity, then used that cash to pay down loans and push the maturity wall further out.

2023–2025: PE priorities, “efficiency,” and repeated layoffs
Once Apollo is in, the priorities shift to the usual PE playbook:
• Sharpen the focus on EBITDA, cash flow and “portfolio mix
• Cuts, cuts, cuts

A classic pattern of a ZombieCo:

  1. Heavy term-loan/balloon-style post-bankruptcy debt +
  2. Rising interest rates and a tougher refi environment
  3. Need to de-risk the maturity wall with Apollo preferred equity
  4. Apollo-style mandate to improve profitability and reallocate capital
  5. Repeated restructuring and headcount reductions

Non-bankruptcy options ahead?

I am not saying CH11 is or is not imminent. But more actions are ahead. Some potentials:

  1. More RIFs and firings
  2. Changes to the severance policy to reduce total payment obligations
  3. Avoiding pension fund contributions, forcing 0% lump sum option
  4. Sale of the company
  5. High risk schemes like selling our IP, reducing Microsoft license levels, buying auditors

Cash Burn Rate - How long before Xerox is sold or Ch 11?

Risk of Chapter 11 or sale
Given the above:
The heavy debt load (several billions) and relatively small cash cushion raise risk if business continues to decline or cash flow weakens.
A sale or restructuring becomes more likely if they cannot reverse margin declines, stabilise revenue, and free up meaningful cash flow.
If nothing materially changes, the company may find itself pressured within 12-18 months, but this is highly dependent on actual cash flows, debt covenants, market conditions, interest rates, etc.
A sale (or strategic merger) may be a more likely outcome than full Chapter 11 if assets/brand can still attract buyers and if management acts proactively.


Spirit bankruptcy funding approved, but what happens to us now?

I work at Spirit and I don’t know what to think anymore. The company just got court approval for $475 million in financing to keep things running during bankruptcy, but everyone here knows what that really means. Chapter 11 sounds like a plan to reorganize, but for the people doing the day-to-day work, it usually means job cuts, unpaid overtime, and endless waiting for answers that never come.

Management keeps saying operations will continue as normal, but that's not helping morale. Some teams are already being told to cut spending and delay projects, and everyone’s whispering about more potential furloughs. I’ve seen this kind of thing before in other airlines, and it always starts with a few quiet layoffs before the bigger rounds hit. I really hope they handle this the right way, but most of us are just bracing ourselves and hoping to survive the next few months.


10 to 8 to 6 to Chapter 11

The quarter is looking so rough and it’s hard to imagine 2025 closing above $10 a share. By mid-2026 exits from both institutional investors and larger accounts can only speed up, meaning the stock will see under $8 and more like the upper fives by end of 2026. The second half of 2026 will very likely be brutal on the layoffs front, we will see daily scrambles to cut costs and preserve every single cent. Some of CES’s best bits will probably cheaply end up in the hands of third-tier and fourth-tier competitors just to raise cash. Then comes 2027 and a Chapter 11 filing will look much less like a possibility and more like a certainty. Honestly Rawul should already be on the phone with a seasoned bankruptcy lawyer.
For short sellers out there the momentum is on your side.