Copper Property CTL Pass Through Trust v. Onyx Partners (Countersuit Over Collapsed $947M JCPenney Portfolio Sale)
Copper Property CTL Pass Through Trust, the vehicle created in J.C. Penney's 2020 bankruptcy to hold its owned real estate, sued Boston private equity firm Onyx Partners and its founder Anton Melchionda on August 25 in Massachusetts Superior Court, alleging Onyx misrepresented its financing and tendered a 'sham' offer to acquire Copper's 119-store, $947 million portfolio. The filing answers an earlier breach-of-contract suit Onyx filed against Copper in New York Supreme Court after the deal collapsed at year-end, and both sides are also fighting over a $5 million deposit.
Why it matters
The dispute shows how quickly a large portfolio sale can generate mutually exclusive breach-of-contract theories once a buyer misses a closing deadline, and how naming a fund principal individually can raise the stakes for a defendant's settlement calculus. Institutional sellers using litigation trusts or other creditor-recovery vehicles, and PE buyers of distressed or bankruptcy-derived real estate, should watch how the Massachusetts court allocates blame between financing misrepresentations and a seller's own marketing conduct during a contested closing.
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