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The Deal: J.C. Penney Investors Suffer Whiplash

NEW YORK ( The Deal) -- Late morning on Thursday, Sept. 26, CNBC reported that J.C. Penney's (JCP - Get Report) CEO Myron "Mike" Ullman told investors: "We don't see conditions this year where we'd need to raise liquidity."

To which investors promptly responded by sending the retailer's stock up 18% from its low to a high of $11.22 per share -- it closed at $10.42.

Then, after market close, J.C. Penney announced it had commenced a public offering of 84 million shares of its common stock.

The new shares are dilutive to J.C. Penney's current shareholders by 38%, with 220 million shares outstanding as of Aug. 3, according to a regulatory filing.

And, if the underwriters' option to purchase an additional 12.6 million shares is fully exercised, that means a dilution of nearly 44%.

Those who bought the stock on Thursday must now have a sick feeling in their stomachs. The quick cascade of events is the kind of extreme uncertainty most investors seek to avoid.

And mind you, in this case J.C. Penney is not seeking to sell debt to raise capital, taking advantage of low interest rates, as analysts previously speculated, but is selling dilutive equity. Likely, there were no takers for second-lien debt deeper into junk territory.

It can't look good for the CEO of a public company to say it will eschew fundraising and the stock rises, only to have that same company announce a highly dilutive offering a few hours later.

Not helping the optics any was the fact that the company revealed Thursday that controller Mark Sweeney left J.C. Penney's employ Sept. 20, according to a regulatory filing.

The move to sell shares could also be a sign of desperation if a poor holiday for apparel retail plays out in the coming months. Stores have already been lowering their orders after a bad second quarter and lackluster back-to-school sales, according to industry insiders.

And one thing appears to have escaped news reports that said a statement from the company Thursday morning meant third and fourth quarter comparable store sales would rise.
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