Discount retailer Gabe’s is negotiating a transfer of control to its lenders

NEW YORK — Discount retail chain Gabe’s, a popular off-price department store operating over 160 locations across the Mid-Atlantic and Southeast, is in advanced negotiations to hand over control of the company to its lenders, according to people familiar with the matter. The move comes as the company, owned by private equity firm Warburg Pincus, struggles to manage a growing debt load and softening sales in a highly competitive retail environment.

The potential debt-for-equity swap would give creditors significant ownership in the company, signaling a major shift in the retailer’s structure and potentially marking the end of Warburg Pincus’s majority stake in Gabe’s.

Founded in 1961 and headquartered in Morgantown, West Virginia, Gabe’s built its reputation on steeply discounted apparel, home goods, and seasonal merchandise. In 2020, the company expanded its footprint by acquiring Old Time Pottery, a Tennessee-based home décor retailer. Combined, Gabe’s and Old Time Pottery operate more than 160 stores in 20 states, serving budget-conscious shoppers in both urban and rural areas.

But even deep discounts haven’t been enough to shield the company from the dual pressures of inflation-strapped consumers and heightened competition from giants like Dollar General, Burlington, and Walmart. Industry sources say traffic and margins at Gabe’s stores have weakened over the past 18 months.

Gabe’s is currently carrying hundreds of millions of dollars in debt, much of it dating back to leveraged buyouts and expansion efforts funded under Warburg Pincus’s ownership. People close to the matter say interest costs and operational overheads have significantly eroded free cash flow, leaving the company with limited flexibility to reinvest in store upgrades or digital infrastructure.

Warburg Pincus, which acquired Gabe’s in 2017, has declined to comment publicly, though sources suggest the firm has been seeking an exit or restructuring solution since late 2023. The private equity firm manages over $80 billion in assets globally.

Talks with lenders, which include major institutional credit investors and private debt funds, are said to be ongoing but constructive. According to two sources familiar with the process, the restructuring could include:

• A debt-for-equity conversion that significantly reduces the company’s interest burden
• A potential injection of fresh capital to support working capital and store operations
• Operational changes to focus on core markets and divest or shutter underperforming locations

No final decision has been made, and restructuring outcomes could vary depending on lender consensus and macroeconomic conditions. A Chapter 11 filing is not imminent, according to people briefed on the talks, but remains a backup plan if an out-of-court deal falls apart.

Gabe’s situation reflects broader challenges in the discount and off-price retail sector. Once seen as recession-resistant, the industry is now facing thinning margins due to supply chain costs, rising minimum wages, and shifting consumer behavior.

“Off-price retailers used to thrive in uncertain economies,” said retail analyst Caroline Myles of Piper Sandler. “But now, they’re caught in a squeeze—consumers are stretched thin, and many of these chains are underinvested in e-commerce, which is where price-savvy shoppers are increasingly going.”

Myles noted that many discount retailers owned by private equity firms have faced similar financial pressures, with some opting for restructurings or distressed asset sales in recent years.

If Gabe’s can successfully restructure its debt and stabilize operations, the company could retain a significant footprint in its key regions, where it still enjoys brand loyalty among deal-seeking customers. Analysts say the company’s strength lies in its low-overhead model, real estate flexibility, and regional appeal.

But challenges remain. With over 160 stores, Gabe’s must now determine how many of those locations are sustainable long-term. Store closures, layoffs, or liquidation sales could be part of the path forward if lenders push for rapid cost-cutting.

For now, Gabe’s stores remain open, and the company continues to promote new merchandise and in-store deals on its website and circulars.

Lenders are expected to reach a consensus on the restructuring framework by early summer. A formal announcement could follow shortly thereafter. If successful, the transition could allow Gabe’s to avoid bankruptcy and regain financial footing—albeit under a new ownership structure.

Whether Gabe’s can adapt in a rapidly evolving retail market remains to be seen. But one thing is clear: the deep-discount chain that once grew quietly in America’s small towns is now facing the full weight of a new retail reality.