Copper Property CTL Pass Through Trust filed a lawsuit on August 25, 2026, seeking $150 million in damages from Boston-based private equity firm Onyx Partners and its founder Anton Melchionda, accusing them of fraud and misrepresenting their funding capacity for a failed $947 million acquisition of 119 J.C. Penney store properties.
In the complaint filed in Suffolk County Superior Court in Massachusetts, Copper Property alleges that Onyx Partners knowingly misrepresented having secured sufficient capital to complete the purchase, falsely claiming debt-free funding through a “strategic capital partner” and that Melchionda had substantial personal assets to backstop the deal. According to the lawsuit, these representations were central to the Trust’s decision to accept Onyx’s bid in a competitive sales process involving hundreds of interested parties.
The purchase and sale agreement was signed in June 2025, with an original closing deadline of September 8, 2025. Onyx requested four separate extensions of the closing date, which Copper Property granted. However, Onyx missed the final December 26, 2025, deadline and the agreement terminated by its terms, according to the complaint filed with the Massachusetts Superior Court.
Copper Property claims that once the deal fell apart, Onyx escalated its campaign by filing more than 30 notices of pendency across four states to cloud the title to the properties, effectively paralyzing the Trust’s ability to market or refinance the assets. The Trust also alleges Onyx filed litigation in multiple jurisdictions seeking specific performance or damages, despite lacking the funds to close the original transaction.
The Trust was established in 2021 following J.C. Penney’s May 2020 bankruptcy to receive and ultimately sell 160 retail stores and six warehouse distribution centers. The properties were provided to the Trust as partial consideration for emergency funding that enabled J.C. Penney’s successful recapitalization, saving more than 60,000 jobs across hundreds of communities. Before the Onyx deal, Copper Property had successfully sold 43 retail properties and six warehouse centers across 18 states to 30 separate buyers without incident, completing all closings on agreed terms.
The Trust’s Damages and Ongoing Costs
In its complaint, Copper Property estimates damages exceeding $150 million, including ongoing operating costs of approximately $1 million per month, a $124.4 million decline in the Trust’s market capitalization, and $9.8 million in reduced distributions to certificateholders. The lawsuit also notes that the Trust was originally scheduled to liquidate by January 30, 2026, but the failed transaction and subsequent litigation have prevented that wind-down.
Copper Property alleges that Onyx’s misrepresentations about funding were false from the outset. The complaint states that by September 2025, Onyx shifted to proposing debt financing for nearly the entire transaction, contradicting its initial claims of debt-free, all-cash funding. The Trust contends that Onyx repeatedly misrepresented the status of funding discussions with major financial institutions to appear more certain than they actually were.
The lawsuit names both Onyx Partners Ltd., LLC and Melchionda as defendants, alleging common law fraud, unfair and deceptive conduct, interference with business relationships, and related tortious conduct. Onyx has made two new bids for the properties in July 2026—one for $934 million—after the original agreement terminated, which Copper Property characterizes as part of Onyx’s bad-faith strategy to hold the properties hostage.
Sources
- SEC Filing (Form 8-K) — Copper Property CTL Pass Through Trust’s current report disclosing the August 25, 2026 complaint filed in Massachusetts Superior Court
- Complaint Document — Full complaint filed with Massachusetts Superior Court, Suffolk County, detailing allegations of fraud, misrepresentation, and tortious conduct
- TradingView News — Summary of the lawsuit and key allegations, including damage estimates and title-clouding tactics
- USA Today — Reporting on Onyx Partners’ history with the J.C. Penney portfolio sale and subsequent bid in August 2026
- CoStar News — Coverage of the lawsuit describing Copper Property’s accusations against Onyx Partners
