30 億ドルの惨事: ブルース・ソーンは 6 年間で巨額の資産をどうやって殺したのか

元の英語の文字起こし。タイトル、要約、FAQは翻訳済みです。完全なナレーションは、YouTubeの字幕でお使いの言語でご利用いただけます。

12月19日224日、ビッグ・ロッツ・インコーポレーテッドの破産弁護士たちはデラウェア州連邦破産裁判所の第5法廷に立ち、買い手が立ち去ったと発表した。

わずか数週間前にJ・ケイト・スティックルズ判事によって承認された、ロサンゼルスのプライベート・エクイティ会社ネクサス・キャピタル・マネジメントによる250万ドルの現金買収という取引は無効となった。ネクサスは、ビッグロットはクロージングを通じて最低限の流動性を維持できないと結論付けていた。 12月末までに会社は清算される予定だ。 1,200店舗が真っ暗になるだろう。 4万人の従業員が解雇されることになる。そして8日後の12月27日、億万長者のポープ家が経営する家族経営のノースカロライナ州のディスカウントチェーン「バラエティ・ホールセラーズ」が、ビッグ・ロッツの名前と200～400の店舗賃貸契約を買収するという馬車入札に署名した。ブランドは生き残るだろう。会社はそうしませんでした。ビッグ・ロッツは、他社の売れ残った在庫を買って富を築いたソル・シェンクという取引業者によって、1967 年にオハイオ州コロンバスに設立されました。 57年後、それを構築した同じビジネスモデルはアマゾンによって殺され、テムによって殺され、ウォルマートの低価格商品への拡大によって殺された。 28年に引き継いだ最高経営責任者ブルース・ソーンは、それが来るとは予想していなかった。これは、アメリカ最後の大規模な見切りチェーンと、100 日間に実行された 3 つの販売プロセスのスローモーションの死です。

Columbus, Ohio. Nineteen sixty-seven. A dealmaker named Sol Shenk — son of Russian-Jewish immigrants, a World War Two veteran, an automotive parts trader — founds Consolidated Stores Corporation. His business is closeouts: buying excess inventory from American manufacturers at twenty cents on the dollar and reselling it at discount prices to working-class consumers. The first stores operate under the Odd Lots banner. Nineteen eighty-two: the first Big Lots branded store opens in Columbus. Nineteen eighty-five: a trademark dispute with the drugstore chain Revco forces Shenk to consolidate all his banners under the Big Lots name. Aggressive expansion follows through the late eighties and the nineties. Nineteen ninety-six: Consolidated Stores buys Kay-Bee Toys for three hundred fifteen million dollars. Nineteen ninety-seven: the company buys MacFrugals, parent of Pic N Save, for nine hundred ninety-five million dollars. Two thousand one: Consolidated Stores formally renames itself Big Lots Incorporated and trades on the New York Stock Exchange under the ticker BIG, replacing the older listings.

Sol Shenk does not live to see the renaming. He dies in nineteen ninety-four, ten years before the peak. But the model he wrote down on a Columbus loading dock in nineteen sixty-seven works for another generation. By the mid-two-thousand-tens Big Lots operates roughly fourteen hundred stores across forty-seven states. Headquarters at four nine zero zero East Dublin Granville Road in Columbus — a low concrete office building that Shenk's son Sam would walk past every week of his adult life. Annual revenue exceeds five billion dollars. Big Lots is the largest dedicated closeout retailer in America. The model is the same model Sol Shenk wrote down in nineteen sixty-seven. Buy the mistakes. Sell them cheap. Treasure-hunt aisles for the American working class. Furniture from a manufacturer that overbuilt. Patio sets from an importer that misread the season. Pallets of canned food from a label that lost its supermarket contract. The whole chain runs on other people's bad decisions.

October twenty eighteen. Bruce Thorn — a retail veteran from PetSmart, most recently the chief operating officer of Tailored Brands, the men's-suit parent that owns Men's Wearhouse and Jos. A. Bank — is appointed Big Lots chief executive. He inherits a chain with slipping comparable-store sales, an aging customer base, and a furniture business propped up by lease-to-own financing through Progressive Leasing. Thorn pivots aggressively to home furniture and home decor, attempting to reposition Big Lots as a destination for first-time furniture buyers — couples in their twenties without a credit card, in cities where Wayfair never delivered. He calls the strategy Operation North Star.

Then the pandemic arrives. Federal stimulus payments flood into Big Lots' working-class customer base. Fiscal twenty twenty revenue: six point two billion dollars. Fiscal twenty twenty-one revenue: six point one billion. Same-store sales jump eight point eight percent for fiscal twenty twenty. The stock peaks at roughly seventy-five dollars a share in May twenty twenty-one. Bruce Thorn launches a one billion dollar share buyback program. Big Lots repurchases over five hundred thirty million dollars of its own stock at an average price of approximately fifty-five dollars a share. Within twenty-four months that stock will be worth almost nothing.

The closeout model — built on manufacturers having too much inventory — has just been killed by the opposite problem. By twenty twenty-two American manufacturers have too little inventory. Supply chains are seized. Container freight rates have tripled. Amazon has trained American consumers to buy bookcases and patio chairs on a same-day delivery clock at a price the closeout aisle cannot match. Temu and Shein are shipping seventeen-dollar throw pillows direct from Guangzhou to a Big Lots customer's front door for free. Walmart has spent a decade quietly expanding its low-end household goods assortment in suburban supercenters. Big Lots cannot source the deals it depends on at the prices it depends on. The chain is being squeezed between two new giants and Bruce Thorn, sitting on a five-hundred-thirty-million-dollar pile of repurchased stock he bought at the top of a pandemic bubble, does not see it coming.

Twenty twenty-two. Inflation arrives. The federal stimulus stops. Big Lots' core customer — a household earning under fifty thousand dollars a year — stops buying discretionary furniture and home decor. Fiscal twenty twenty-two same-store sales decline thirteen point six percent. Fiscal twenty twenty-three: down another fourteen percent. Cumulative twenty-five percent decline from the twenty twenty-one peak. Two years of compounding contraction in the only customer segment Big Lots was built to serve.

Bruce Thorn restructures management. He fires hundreds of corporate staff. He sells the company's California distribution center in a sale-leaseback for three hundred ten million dollars — converting a piece of owned real estate into rent expense in perpetuity. He mortgages the remainder of the company's real estate to JPMorgan and PNC for additional revolver capacity. Fiscal twenty twenty-three net loss: four hundred eighty million dollars. The pattern is the same pattern as every late-stage retail collapse. Sell the buildings. Tap the lender. Cut the staff. Push the going-concern question one more quarter down the road. Vendors begin demanding cash on delivery. Inventory at stores grows visibly thin. Customers walk in and find half-empty pallets where the seasonal displays used to be. Furniture sets sit in showrooms for months with no replacements behind them. Store associates start talking to local reporters.

August fifteenth, twenty twenty-four. Big Lots files its second-quarter ten-Q with the Securities and Exchange Commission. Buried in the language, in the footnotes that institutional analysts read before the headline numbers, is the legal phrase every restructuring lawyer scans for first: substantial doubt about the company's ability to continue as a going concern. It is the corporate equivalent of a death certificate filed in advance. The board hires AlixPartners as restructuring advisor. Davis Polk and Wardwell — one of the two or three premier bankruptcy law firms in the country — is engaged as bankruptcy counsel. Twenty twenty-four projected store closures: more than three hundred. The clock is now running publicly.

Through this entire decade, Bruce Thorn is paid. In twenty twenty-two he takes home approximately six and a half million dollars in total compensation. In twenty twenty-three, with comparable-store sales down fourteen percent and a four-hundred-eighty-million-dollar net loss on the books, he takes home approximately six point seven million dollars. The same chief executive who authorized a five-hundred-thirty-million-dollar buyback at fifty-five dollars a share — money that would vanish — is the chief executive who continues to draw eight-figure pay packages out of what cash the company has left. While the stores empty out. While the vendors quietly walk away. While the comp number prints another negative quarter.

September ninth, twenty twenty-four. Big Lots Incorporated and approximately one hundred subsidiaries file voluntary Chapter Eleven petitions in the United States Bankruptcy Court for the District of Delaware. Case number twenty-four bee kay one one nine six seven. Lead case Big Lots Incorporated. Honorable J. Kate Stickles presiding. Total liabilities at filing: approximately three point one billion dollars. Debtor-in-possession financing: seven hundred seven and a half million dollars, including thirty-five million dollars in new money.

The stalking-horse bidder is Nexus Capital Management LP — a Los Angeles private equity firm founded by Damian Giangiacomo. Nexus offers approximately two and a half million dollars in cash plus the assumption of certain trade debt and lease obligations. The original deal structure had been valued at over six hundred million dollars in headline terms. By the time the court process begins, that headline number has been revised downward and downward again until the actual cash that will arrive in the debtor's bank account is two and a half million dollars — for the corporate parent of fourteen hundred stores. It is the cleanest illustration in the modern era of how a private equity headline number is constructed and then deconstructed inside a bankruptcy courtroom. The number on the press release is not the number on the wire.

October thirtieth, twenty twenty-four. The bankruptcy court approves the auction process. No qualified competing bid emerges. November twenty-fifth, twenty twenty-four. Judge Stickles approves the Nexus sale from the bench. Approximately three hundred store closures are planned to occur regardless. Press releases go out. Trade vendors are told to expect a buyer. Operations executives at Big Lots start drafting transition plans for a January handoff. Inside the company, the surviving leadership begins to allow itself the smallest possible relief.

Then December nineteenth, twenty twenty-four. Nexus formally withdraws. In a sworn declaration filed with the court, Nexus partner Evan Glucoft explains that the firm has concluded Big Lots cannot maintain the minimum asset and liquidity thresholds required to close. The deal is dead. Big Lots announces going-out-of-business sales at all remaining locations. From the September ninth filing to the December nineteenth collapse: one hundred and one days. Three sale processes in roughly one hundred days. A stalking-horse bid. A court-approved sale. A buyer that walked. The chief executive who was paid six point seven million dollars a year has now watched, over a single calendar quarter, the only buyer for his company conclude that the company has run out of cash before the wire could clear.

December twenty-seventh, twenty twenty-four. Eight days later. Variety Wholesalers Incorporated — a privately held North Carolina discount chain controlled by the Pope family of Raleigh, operators of Roses Discount Stores, Maxway, Bargain Town, Bill's Dollar Stores, and Super Dollar — signs a new asset-purchase agreement with Big Lots' creditors.

Variety will acquire the Big Lots trademark, between two hundred and four hundred store leases, and up to two distribution centers. The buyer is run by Art Pope, a conservative North Carolina political donor whose family has built one of the largest privately held discount-retail empires in the southeast over the last forty years. The deal closes in stages through the first quarter of twenty twenty-five. Roughly two hundred nineteen stores reopen under the Big Lots banner with Variety as operator. Roughly nine hundred sixty-three stores liquidate — three out of every four. Approximately forty thousand employees are terminated. The Columbus Ohio headquarters at four nine zero zero East Dublin Granville Road shuts down. Five hundred fifty-five corporate employees are terminated effective December twenty-ninth, twenty twenty-four under a federal WARN notice — buyers and merchants and analysts and assistants and lawyers, the whole brain of the company, ended on a single day two days after Christmas.

Big Lots Incorporated itself — the corporate parent that traded on the New York Stock Exchange under the ticker BIG, the company Sol Shenk built across fifty-seven years — is renamed Former BL Stores Incorporated. It continues to exist only as a wind-down vehicle, an empty legal shell administering claims against an estate that no longer owns stores.

Bruce Thorn — who collected approximately six point seven million dollars in twenty twenty-three compensation and six and a half million dollars in twenty twenty-two — exits at year-end. Total shareholder destruction since the May twenty twenty-one stock peak: approximately two point three billion dollars. Sol Shenk's fifty-seven-year closeout empire is over.

The brand survives. The company does not. Two hundred and nineteen stores reopen under the same red and white sign, in the same suburban strip-mall parking lots, with the same treasure-hunt aisles, operated by a North Carolina family that paid pennies for the right to do it. The fourteen-hundred-store empire that the dealmaker from Columbus built — the company that bought the mistakes of every manufacturer in America for fifty-seven years and resold them to working-class consumers — has been killed by the one thing Sol Shenk never planned for. The closeout itself has been disintermediated. Amazon owns the inventory. Temu owns the price. Walmart owns the floor space. And the chief executive who was paid six and a half million dollars a year to navigate that pincer never noticed it closing around him until the buyer walked out of a Delaware courtroom on December nineteenth and the lights in Columbus went off eight days later.