Failed Retail Portfolio Sale Triggered Litigation
Owners should monitor property title disputes when commercial acquisition financing fails to materialize by closing deadlines.
Updated on Oct. 14, 2026 in Retail
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The Copper Property CTL Pass-Through Trust and Onyx Partners failed to finalize a $947 million acquisition of 117 retail stores by the Dec. 22, 2025, deadline. The dispute has since moved to Massachusetts state court following the collapse of the transaction.
Why it matters
The litigation highlights operational risks for commercial property holders, as the buyer used notices of pendency to cloud property titles after failing to secure acquisition funding. This case demonstrates the financial volatility of large-scale asset liquidations, which swung from a $41 million profit to an $11 million loss in one year.
The failed $947 million portfolio sale involved 117 retail stores previously tied to the JCPenney 2020 reorganization. Onyx Partners filed 38 notices of pendency across four states as part of the legal conflict.
The players
Copper Property CTL Pass-Through Trust
An entity established in 2021 specifically to manage and liquidate the real estate portfolio originating from the JCPenney bankruptcy.
Onyx Partners
An investment firm that attempted to acquire 117 retail stores and is currently engaged in litigation over the failed transaction.
The details
The conflict originated when Onyx Partners reportedly pivoted to a debt-based financing structure that failed to produce the necessary funds by the closing date. The buyer then filed 38 notices of pendency to place quasi-liens on the properties, effectively freezing the assets in real property records. The Trust, established in 2021 to liquidate JCPenney assets, filed suit in Massachusetts to clear these titles and address the failed sale.
Timeline
2020: JCPenney underwent Chapter 11 reorganization.
2021: Copper Property CTL Pass-Through Trust was established.
Dec. 22, 2025: Final deadline for the store portfolio purchase.
Aug. 25, 2026: Trust filed suit against Onyx Partners in Massachusetts.
Sept. 16, 2026: Trust released second quarter financial results.
Market Landscape
This dispute marks a late-stage complication in the liquidation process established by the 2020 JCPenney Chapter 11 reorganization. It illustrates the ongoing volatility of asset portfolios that originated from the retail bankruptcies of the pandemic era.
Operators dealing with large asset sales should ensure financing contingencies include clear provisions for the immediate removal of notices of pendency upon deal failure. Closely monitor the discovery process in this case to understand how courts weigh these quasi-liens against property owners.
The takeaway
The primary operational lesson here is to strictly enforce financing deadlines to prevent buyers from clouding property titles with notices of pendency. Business owners should review their own purchase and sale agreements to ensure robust protections exist if a buyer fails to secure funding on time.
Further reading
Learn more about the current climate for commercial real estate in Retail.
Source note: This article includes information reported by Chain Store Age.
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