Most commercial real estate transactions have a moment when everyone in the room lets out a sigh, the paperwork is signed, and the wire transfers are queued. For Onyx Partners and the Copper Property CTL Pass Through Trust, that time never arrived. Rather, what transpired was more akin to a slow-motion collapse, which has since given rise to conflicting lawsuits in several states, accusations of fraud, and a portfolio of 117 properties that have yet to find a buyer.
Like many complex stories, the backstory begins in a bankruptcy courtroom. Creditors needed a way to eventually recover value from a large retail footprint when JCPenney filed for Chapter 11 in 2020. To manage and sell that real estate, which included 117 stores totaling 15 million square feet spread across 35 states, the Copper Property Trust was established. By all accounts, it was a significant advantage. The last chapter was meant to be getting it sold.
A deal to buy 119 of those assets for $947 million in cash was made in January 2025 by Anton Melchionda’s Boston-based private equity firm, Onyx Partners. That amounts to almost $1 billion. It seemed like a big deal. It appeared tidy. The parties worked toward a closing for months before two properties were eventually divided, leaving 117 stores in the portfolio. That closing never took place.
The contract had ended by the end of December 2025. At some point, what had initially been an all-cash deal appears to have changed to a structure that heavily relies on debt financing. According to the lawsuit, Onyx repeatedly claimed that funding was either secured or almost secured while working behind the scenes to raise money that it didn’t have. The Trust claims that Onyx misrepresented its financial situation throughout the process. The Trust’s complaint, which was submitted in Suffolk County on August 25, 2026, is straightforward: “All of Defendants’ claims were a sham.”
For its part, Onyx presents a different narrative. The firm has maintained that the Trust did not provide the necessary seller and tenant documentation, which are customary deliverables that, according to Onyx, remained unfulfilled and consequently caused a delay in the close. Onyx further complicated matters after the deal collapsed by filing notices of lis pendens against 38 JCPenney property parcels spread across four states, including six Florida locations. These notices effectively cloud the title to those properties and alert potential buyers to impending litigation, making it difficult, if not impossible, to resell them in the interim.
It’s difficult to ignore how important that particular detail is. The Trust is at odds over more than just last year’s events. It is currently battling to restore these properties to a marketable state, despite reportedly ongoing monthly operating expenses of about $1 million. The portfolio sits, the titles remain obscured, and the certificateholders—the creditors who are ultimately owed money from this process—wait each month that the legal battle drags on.
In addition to citing a $124.4 million drop in market capitalization and $9.8 million in lower distributions as direct effects of the failed transaction, the Trust is requesting at least $150 million in damages. It remains to be seen if those figures hold up in court. According to reports, Onyx has made a new $934 million offer, which includes a $20 million nonrefundable deposit, indicating that the company is still interested in acquiring these properties. Given the ongoing legal proceedings, it remains to be seen if anyone at the Trust will take that offer seriously.
It’s clear from watching this that both parties sincerely think they’ve been wronged. In business disputes of this magnitude, that is not uncommon. The size of the deal—nearly $1 billion, a vast retail legacy, and creditors who have been waiting since 2020 for a clean exit—is what makes it unique. It hasn’t arrived yet.
