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Dark Store Re-Tenanting: Big-Box Vacancy, Backfill Math, and the 2024-26 Institutional Playbook
Key Takeaways
- Four bankruptcies produced up to roughly 2,800 gross big-box store closures between 2023 and 2025: Big Lots (963 stores at its liquidation filing), JOANN (~790), Party City (~700), and Bed Bath & Beyond (~360, its February 2023 fleet plan across all banners). Net vacancy is lower, because Variety Wholesalers took 200 to 400 Big Lots stores and Ollie's bought 63 Big Lots leases. Despite the headline, CoStar's retail analytics lead described backfill demand as strong where space is well located (Fortune, February 2025). For a subdivided anchor, we assume 18–30 months from vacancy to first rent (an illustrative modeling assumption, not a published median).
- This article is about dark store in the institutional CRE sense: a vacated big-box retail asset undergoing re-tenanting, not the dark-store fulfillment vocabulary used for e-commerce micro-fulfillment centers.
- The institutional backfill cohort is concentrated in five tenant types: off-price (TJX family: TJ Maxx, Marshalls, HomeGoods, Sierra; Burlington; Ross), value general merchandise (Five Below, Dollar Tree, Ollie's), value grocery (ALDI, Lidl, Sprouts, Trader Joe's), beauty / specialty (Ulta), and experiential fitness (Planet Fitness, Crunch). Each plays at a specific box-size tier.
- The re-tenanting cash-flow math is dominated by three numbers: downtime (18–30 months from vacancy to rent commencement on a subdivided anchor, an illustrative assumption), TI/LC cost (illustratively $35–$50 per SF for off-price junior anchors, higher for grocers and gyms), and the in-place vs market-rent delta on the replacement lease. In the worked example below, a 90,000 SF former anchor (larger than a typical Bed Bath box) subdivides into 30K Burlington + 25K HomeGoods + 35K Lidl-sized grocer, lifting NOI about 22% above the prior anchor rent. But the roughly $7.0M of trough capital earns only a 3.4% yield on cost, and a 200 bps cap-rate move does not repay it on those inputs.
- The dark-store property-tax theory, the Walmart / Lowe's / Target litigation arguing that occupied stores should be assessed at the market value of comparable vacant properties, remains a live risk in states where it has not been foreclosed by statute or case law. The Wisconsin Supreme Court's February 2023 ruling for the City of Delavan in a Lowe's assessment case was unanimous but, by the court's own terms, applies only to that case.
What "Dark Store" Means (Disambiguation)
"Dark store" carries two distinct meanings in commercial-property vocabulary. This article is about the first; we acknowledge the second only to disambiguate.
Dark store (institutional CRE sense, our subject). A vacated big-box retail asset, typically 10,000 to 200,000 SF, that has lost its operating anchor through bankruptcy, lease non-renewal, footprint rationalization, or corporate consolidation. The space sits non-revenue-producing while the landlord pursues re-tenanting (same-format re-lease, subdivision into junior anchors, or redevelopment). The institutional vocabulary ("dark anchor," "ghost box," "going-dark clause") treats the asset as a CRE workout problem with measurable downtime, TI/LC cost, and a junior-anchor backfill cohort. This is the framing used by open-air shopping center REITs (Brixmor, Kimco, SITE Centers, Regency, Acadia), by REPE shops underwriting value-add retail, and by CMBS B-piece buyers stress-testing dark-anchor risk.
Dark store (fulfillment sense, not our subject). A purpose-built or converted retail-format facility operated as an e-commerce micro-fulfillment center, closed to walk-in customers and designed for pick-pack workflows. The vocabulary was popularized during the pandemic by quick-commerce and grocery-delivery operators. When a closed fulfillment dark store becomes a vacant retail box, the asset re-enters our institutional CRE sense and the underwriting playbook below applies.
The remainder of this article is about the institutional CRE sense exclusively. We discuss the 2024-26 vacancy wave (the scale and the operator-level data), the backfill cohort (who is leasing the space and at what box-size tier), the re-tenanting underwriting stack (downtime, TI/LC, bridge-to-perm refinancing, in-place vs market-rent reconciliation), and the dark-store property-tax-theory backdrop that makes vacant-box valuation a systemic concern for owners of occupied centers.
The 2024-26 Institutional Vacancy Wave
The 2023 through 2025 liquidations produced the densest concentration of large-format retail bankruptcy closures since the 2016–19 cycle (Sports Authority, Toys R Us, Sears, Payless). Four operators account for the bulk of the institutional supply, up to roughly 2,800 gross store closures in total (963 + 790 + 700 + 360 = 2,813):
Big Lots: filed Chapter 11 in September 2024; after the stalking-horse sale fell through in December 2024, liquidation sales began at all 963 stores. A Gordon Brothers-led transaction approved on January 1, 2025 then moved 200 to 400 stores to Variety Wholesalers, and Ollie's Bargain Outlet bought 63 store leases in March 2025, so net vacancy is materially below the gross figure. The former company converted to a Chapter 7 liquidation on November 10, 2025. Typical Big Lots format: 25,000–40,000 SF junior-anchor box in power centers and grocery-anchored centers.
JOANN Fabric and Crafts: filed Chapter 11 twice within twelve months (March 2024, then January 2025) and entered liquidation in February 2025. Of roughly 790 stores, 255 had closed by the end of April 2025 and the remaining 535 closed by May 30, 2025. Typical JOANN format: 20,000–25,000 SF specialty crafts box.
Party City: filed Chapter 11 in December 2024 and auctioned leases for nearly 700 store locations in early 2025. Typical Party City format: 10,000–14,000 SF specialty box. Per Fortune's February 2025 coverage of the bankruptcy auctions, 250 locations went to auction that month and Dollar Tree and Five Below successfully bid on a combined 148 leases, according to CoStar. The rest of the leases went to off-price and specialty retailers including Rack Room Shoes, Books-A-Million, Burlington, Barnes & Noble, and La-Z-Boy, an early read on the breadth of the backfill cohort.
Bed Bath & Beyond: filed Chapter 11 in April 2023, and its last store closed on July 30, 2023. In February 2023 the company said it planned to shrink its fleet to about 360 stores across its banners (Business Insider), so the count of Bed Bath-banner boxes is somewhat lower. Bed Bath was the earliest of the four, and its typical box (30,000–45,000 SF, an illustrative working range) was larger than the Party City or JOANN box; the box-size tier matches two backfill cohorts, off-price (TJX, Burlington) and value grocery (ALDI, Sprouts).
The institutional read on the wave is not "retail apocalypse." Two structural conditions absorb the supply. First, US retail vacancy is tight: CoStar put it at 4.1% in February 2025 (Fortune), and CoStar's Brandon Svec noted that the 10,000 to 15,000 SF junior-anchor box in an open-air center is "a format that we're not building any more of and that we haven't built much of in the last 15 years." Second, the backfill cohort (off-price, value grocery, value general merchandise, beauty, fitness) is in an expansion phase that pre-dates the wave. Fortune's February 2025 coverage of the Party City auction quotes leasing specialist Bill Lenaz of Jeffery Realty: "There are just so few stores available. That's why…when something goes out, it gets gobbled up in months." The constraint is execution speed (downtime, TI/LC funding, REA / co-tenancy consent), not absorption demand.
The Backfill Cohort: Who Is Actually Leasing the Space
Institutional big-box backfill in 2024-26 is concentrated in five tenant types. Each plays at a specific box-size tier; mismatching the cohort to the vacant footprint is a common landlord underwriting error.
Off-price (TJX family, Burlington, Ross). The TJX Companies (TJ Maxx, Marshalls, HomeGoods, Sierra Trading Post, HomeSense), Burlington Stores, and Ross Stores together represent the largest institutional source of junior-anchor backfill demand in 2025-26. Burlington was among the buyers in the Party City auction (Fortune, February 2025). Typical box: 20,000–45,000 SF. The off-price cohort is the institutional landlord's first call on most Bed Bath, Big Lots, and JOANN boxes in the 25,000–40,000 SF tier.
Value general merchandise (Five Below, Dollar Tree, Ollie's). Dollar Tree and Five Below were the most active bidders at the Party City auction, and per Fortune, Dollar Tree had opened 567 new stores as of the third quarter of fiscal 2024 and was on track to open 600–650 for the year, while Five Below opened 82 locations in that quarter alone. Ollie's Bargain Outlet is the closeout-format successor to Big Lots and bought 63 Big Lots store leases in March 2025. Typical box: Five Below 8,000–10,000 SF, Dollar Tree 8,000–10,000 SF, Ollie's 25,000–35,000 SF. The Five Below / Dollar Tree pair takes Party City and smaller JOANN footprints; Ollie's takes Big Lots footprints.
Value grocery (ALDI, Lidl, Sprouts, Trader Joe's). In March 2024, ALDI said it plans to invest over $9 billion and open 800 new U.S. stores by the end of 2028, and Lidl continues a slower but steady East Coast expansion. Trader Joe's, despite slower unit growth, remains the most prized grocery backfill because of its inline-rent halo effect. Typical box: ALDI 18,000–22,000 SF, Sprouts 23,000–30,000 SF, Trader Joe's 12,000–15,000 SF, Lidl 30,000–36,000 SF. Value grocers take Bed Bath and smaller former grocery boxes; the operational caveat is permitting and refrigeration infrastructure that conventional dry-goods backfill avoids.
Beauty / specialty (Ulta, Five Below adjacency). Typical Ulta box: 10,000–12,000 SF. Ulta is the institutional anchor for smaller specialty backfill in the Party City / JOANN size tier, particularly attractive because it generates above-average inline traffic for co-tenants.
Experiential fitness (Planet Fitness, Crunch, Life Time, Orangetheory). Fitness operators are a candidate use for former big-box footprints in the 20,000–40,000 SF tier (REBusinessOnline's Cynthia Nelson of FTI Consulting cites fitness concepts moving into vacated big-box space). The fitness cohort is secondary to the retail backfill cohorts because fitness use generates lower co-tenant inline traffic and typically carries longer downtime due to HVAC / locker-room build-out requirements (illustratively $75–$125 per SF TI vs. $35–$50 for off-price).
The cohort-by-tier matrix has two practical implications for institutional underwriting. First, the landlord's "TBD anchor backfill" assumption needs a specific tenant-type identified at acquisition. "We'll find a junior anchor" is not an assumption, it's an absence of an assumption. The pro forma should name the cohort (off-price, value grocery, fitness) and use that cohort's market rent, TI/LC, and downtime benchmark. Second, subdivision economics are different from same-format re-lease economics: every additional demising wall is landlord capex (this article assumes $40K–$80K per wall), common-area allocations must be re-cut, and every new tenant comes with its own anchor / co-tenancy clause that may interact with the existing inline tenants' rights.
Underwriting a Dark-Store Re-Tenanting: Downtime, TI/LC, Bridge-to-Perm
The institutional re-tenanting underwriting reduces to a cash-flow trough between vacancy and stabilization, funded by some combination of operating reserves, equity injection, and (most commonly) a bridge loan structured to take out into a perm execution at stabilization. The trough has four phases.
Phase 1: Vacancy and listing (months 0–6). The anchor vacates. The landlord engages retail leasing brokers (CBRE, JLL, Newmark, Cushman, plus regional retail specialists like SRS and RKF). During this phase, the box generates zero rent revenue; the landlord pays vacancy carry on taxes, insurance, common-area maintenance contribution, and unrecovered CAM expense on a pro-rata basis. This article assumes vacancy carry of $4–$8 per SF per year: for a 30,000 SF dark anchor that is $10K–$20K per month, and for the 90,000 SF example below it is $30K–$60K per month.
Phase 2: LOI and lease negotiation (months 6–12). A target tenant is identified and a letter of intent signed. Lease negotiation typically runs 90–180 days for junior anchors. During this phase, the landlord may begin pre-permitting work, environmental and ADA assessments, and preliminary demising plans. In the base case, rent commencement is still about 12 months away, but the future cash flow is now contractually identifiable, which de-risks the asset from a financing perspective.
Phase 3: Build-out and TI/LC funding (months 12–24). The landlord funds tenant improvements per the lease. Illustrative landlord TI assumptions used in this article: off-price $35–$50 per SF; value grocery $50–$80 per SF (refrigeration drives higher); fitness $75–$125 per SF (HVAC and locker-room build); specialty / beauty $40–$60 per SF. Leasing commissions (listing and tenant-rep brokers together, assumed at 4% of total rent over the lease term) are paid on lease execution. The build-out window itself runs 4–9 months depending on use; municipal permitting can extend this another 3–6 months in slow-jurisdiction markets.
Phase 4: Rent commencement and stabilization (base case month 24+). The tenant opens; base rent commences (this article assumes a 60–120 day "fixturing period" of free rent before paid rent begins); the asset stabilizes. The new in-place NOI is the recap point: the landlord either holds at the stabilized cap rate or sells / refinances against the new income stream.
Subdivision economics. Splitting a 90,000 SF dark anchor (larger than the 30,000 to 45,000 SF range this article assumes for a typical Bed Bath box) into a 30K Burlington + 25K HomeGoods + 35K Lidl-sized grocer illustrates the subdivision arithmetic. Every rent, TI, capex, and cost figure below is an illustrative assumption, not a market quote. The prior anchor rent was $12 per SF triple-net, or $1.08M annual. The assumed junior-anchor rents: Burlington at $14 per SF ($420K), HomeGoods at $16 per SF ($400K), and the grocer at $14.25 per SF ($499K), blended $1.32M, a +$240K (+22%) NOI uplift. Subdivision capex: two demising walls at $40K each ($80K) to create three suites; HVAC re-cut to serve three separately metered spaces ($350K); common-area refresh and signage ($180K); $610K in total. Tenant-specific TI is $4.85M in total: Burlington 30,000 SF × $35 = $1.05M, HomeGoods 25,000 SF × $40 = $1.0M, and the grocer 35,000 SF × $80 = $2.8M (refrigeration drives the higher grocer allowance). Leasing commissions: 4% of total rent over 10 years (3 leases, $528K). Vacancy carry over the 24-month trough: roughly $1.0M, or about $41.7K per month ($5.56 per SF per year on 90,000 SF).
The full trough capital stack is roughly $7.0M: $4.85M TI + $0.53M leasing commissions + $0.61M subdivision capex + $1.0M vacancy carry. The yield on cost on that $7.0M, against the +$240K incremental NOI, is 3.4%. A dark anchor on a center transacting at a 9.0% cap rate (reflecting vacancy risk) re-prices to a 7.0% cap rate at full stabilization. Capitalizing the stabilized $1.32M NOI, the value moves from $14.7M (at 9.0%) to $18.9M (at 7.0%): a $4.2M gross lift against about $7.0M of trough capital, a $2.8M shortfall. On these illustrative inputs, cap-rate compression alone does not repay the trough capital. The deal clears only if the as-is value is below about $11.9M (an effective cap rate of about 11.1% on stabilized NOI), if rents or TI differ from this example, or if the center's inline value also re-rates. Note that the $14.7M starting figure itself capitalizes stabilized NOI at the higher cap rate, so it overstates what a buyer would pay for the dark asset today. Underwrite the as-is value from in-place income and comparable dark-box sales, not by capitalizing future NOI at a higher cap rate.
Bridge-to-perm financing. The trough is typically funded with a bridge loan structured to take out into a permanent or CMBS execution at stabilization. Illustrative bridge terms assumed in this article: 65–75% LTC, SOFR + 350–500 bps, 3-year initial term with 1–2 extension options, interest-only, with a future-funding facility for TI/LC and vacancy carry. The bridge underwrites to the stabilized debt yield (assumed here at 8.5–10% on the stabilized NOI), which is the lender's confidence test that the perm execution will support payoff. The perm execution at stabilization is assumed to be a 10-year fixed CMBS or life-co loan at 60–65% LTV against the new $18.9M value, which returns the bridge.
The read on bridge-to-perm dark-store deals: the bridge lender prices the vacancy execution risk into the rate, the equity prices the cap-rate compression, and the operating sponsor takes the re-tenanting execution risk. The deal works when the backfill cohort is genuinely identified (not "we'll find someone"), the LOIs progress on schedule, the schedule does not slip past the base-case month 24, and the as-is entry basis is low enough that the stabilized value exceeds total cost. When it doesn't work, the bridge extends, the cap rate doesn't compress, and the deal becomes a workout.
The Dark-Store Property-Tax Theory: A Risk to Occupied Big-Box Properties
"Dark store theory" is a tax-assessment litigation strategy, not a real-estate workout strategy, but it bears on institutional underwriting because a successful appeal lowers the litigated property's assessment and puts the lost revenue on the municipality. Every open-air shopping center underwriter should understand the doctrine and its current state.
The argument, used by national big-box operators including Walmart, Lowe's, Target, and Meijer (per Governing): the assessed value of an occupied big-box property should be set by reference to the market sale prices of comparable vacant properties (the "dark store" comparables), not by income capitalization on the operating rent or by reproduction cost. The premise is that big-box buildings are functionally obsolescent the moment they are vacated, built to a corporate prototype and lacking a deep second-user market, so the highest-and-best-use value is the dark-store comparable, not the in-place economic use. In the Delavan case, for example, Lowe's argued that its home center was worth about $4.6M against the city's $8.9M assessment, roughly 48% lower (AP). That is the claimed outcome of the theory, and the court rejected it in that case. Where such appeals succeed, the lost revenue falls on the municipality.
Appeals have been filed in at least 21 state courts over roughly the past decade (Governing, citing Bloomberg), and the legal issues are state-specific. In some states, legislatures have stepped in to mandate assessment principles that substantially weaken the dark store argument. The watershed event was the Wisconsin Supreme Court's unanimous February 16, 2023 decision in the City of Delavan's case against Lowe's, which held that the city properly excluded dark-store comparables when assessing a Lowe's home center. Delavan, Plover, and Wauwatosa had already won three appeals-court rulings in the prior 18 months, and Bloomberg Tax reported that "dozens of property tax appeals by Walmart Inc., Target Corp., Lowe's, and other big box retailers may evaporate by the end of the year" after the ruling. The court noted, however, that its ruling applies only in the Delavan case and that the state assessment manual does not strictly prohibit using dark stores as comparable properties (AP). Governing makes the same point: the decision applied only to that one case, though it will be cited in legal briefs elsewhere.
The underwriting implication: occupied-big-box assessment is less stable than occupied-inline assessment because the dark-store comparables argument creates a downside path for assessed value. A landlord underwriting a power center with a Walmart, Target, or Lowe's anchor should (i) confirm whether the anchor sits on its own parcel and pays taxes directly or reimburses through the center's tax pool; (ii) if it reimburses, model the tax-recovery pool falling with a successful appeal (this article uses an illustrative 40% assessment reduction as the stress case); and (iii) model municipal rate increases that could shift lost revenue onto the remaining taxpayers, including inline tenants' own tax bills. There is no published benchmark we can point to for a cap-rate premium on dark-store-exposed centers; size any premium from the Tab 6 stress test.
How to Model It
The dark-store re-tenanting model has six computational pieces. Treating any of them as an afterthought produces a pro forma that under-states downside or over-states value-add yield.
Tab 1: Vacancy schedule and downtime assumptions. Build a month-by-month occupancy schedule for the vacated suite. For each candidate backfill scenario (same-format re-lease, subdivision into 2 / 3 / 4 junior anchors, alternative use), specify the months-to-LOI, months-to-lease, months-to-rent-commencement. Illustrative assumptions used in this article: 6–9 months to LOI, 3–6 months to executed lease, 9–15 months to rent commencement (lease-to-commence period). Total: 18–30 months from vacancy to first rent dollar in subdivision scenarios; these are modeling assumptions, not a published median. Same-format re-lease (rare in 2024-26 because the comparable anchor often doesn't exist) is assumed to complete in 6–12 months.
Tab 2: Suite-level lease-up modeling. For each new tenant in the subdivision plan, capture: square footage, base rent ($ per SF), escalations (fixed bumps or CPI), term and option periods, free rent period (60–120 days fixturing is the assumption used here), TI allowance ($ per SF), commission (% of total rent), and any landlord work outside TI (HVAC, demising, permitting). The pro forma must combine these into a per-suite cash flow that aggregates to the re-tenanted center NOI.
Tab 3: Subdivision and demising capex. Illustrative ranges used in this article: demising-wall construction ($40K–$80K per wall for insulation, drywall, structural separation; a three-suite subdivision needs two party walls); HVAC re-cut to serve multiple separately-metered spaces ($200K–$500K); utility separation (electric, gas, water meters per suite); common-area refresh and signage ($100K–$300K); ADA compliance updates required by municipal permit. These costs are landlord obligations independent of tenant-specific TI and should not be double-counted in the TI allowance.
Tab 4: Bridge-to-perm debt schedule. Model the bridge loan separately from the perm execution. Illustrative bridge terms: 65–75% LTC, SOFR + 350–500 bps, IO, 3-year term with future-funding for TI/LC and vacancy carry; interest reserve sized through projected stabilization plus a cushion (through month 36 on the Tab 5 downside case), not just months 0–18; exit fee 0.50–1.00%. Perm execution at stabilization: 10-year CMBS or life-co at 60–65% LTV against stabilized value; the take-out proceeds should pay off the bridge with debt yield clearing 8.5–10%.
Tab 5: Stabilization scenarios and IRR. Run three cases: (a) base case, where the subdivision plan executes on schedule, stabilization at month 24, 7.0% exit cap; (b) downside, where only two of three suites lease on schedule, stabilization at month 36, 7.5% exit cap; (c) upside, where the subdivision plan executes ahead of schedule, a fourth small-shop suite is added, and the exit cap is 6.75%. Measure the IRR spread of each case against base in your own model and compare the downside spread to the upside spread. Downtime risk is typically fatter than cap-rate-compression upside, and the bridge lender prices that asymmetry into the loan.
Tab 6: Property-tax stress test. For power centers with Walmart, Target, or Lowe's anchors, first confirm whether the anchor pays taxes directly or reimburses through the center's tax pool. Where it reimburses, run a scenario where the anchor wins a dark-store-theory assessment appeal reducing its assessed value by 40% (an illustrative stress case). Compute the impact on the tax recovery pool, the municipal rate increase that could follow, the resulting burden on inline tenants' own tax bills, and the operational risk that inline tenants invoke gross-up or cap provisions in their leases.
Build It in Apers
BUILD IT IN APERS
The AQ-331 Retail Value-Add Pro Forma Model handles the dark-store re-tenanting workflow inside a shopping-center acquisition: suite-by-suite lease-up schedules with month-resolution downtime, TI/LC budgets indexed to the 2025-26 backfill-cohort benchmarks (off-price, value grocery, fitness), subdivision capex (demising walls, HVAC re-cut, ADA upgrades), bridge-to-perm debt with future-funding for vacancy carry, and three-scenario IRR with cap-rate compression at stabilization. Drop the rent roll, identify the backfill tenants by box-size tier, and the model returns the trough capital, the stabilized NOI delta, and the IRR sensitivity. Part of a growing library of institutional retail models. See how it works →
Common Mistakes in Dark-Store Re-Tenanting Underwriting
Underwriting "TBD anchor backfill" instead of a named cohort. The 2024-26 backfill cohort plays at specific box-size tiers: ALDI takes 18–22K, HomeGoods takes 25–30K, Burlington takes 30–45K, Five Below takes 8–10K. "We'll find a junior anchor" is not an underwriting assumption, it's an absence of one. Name the cohort at acquisition and use that cohort's market rent, TI/LC, and downtime benchmark. If no realistic cohort exists at the box size, the subdivision plan is the assumption, not the same-format re-lease.
Mismatching box size to backfill cohort. Trying to lease a 45,000 SF vacated Bed Bath as a single-tenant box to ALDI (which prototypes 18,000–22,000 SF) misallocates broker time and produces 30+ months of downtime that the pro forma didn't budget. The 30K–50K tier is a subdivision-default tier, so underwrite it as such.
Ignoring co-tenancy and REA constraints on subdivision. Some inline tenants carry co-tenancy clauses that condition rent obligations on the operating status of named anchors; some REAs require co-anchor consent for subdivision or use-change. Subdividing a Bed Bath without checking the inline rent roll for co-tenancy interactions can trigger reduced-rent provisions on inline tenants while the subdivision plan executes, a cash-flow problem that compounds the trough.
Underestimating subdivision capex. Two demising walls are not just $80K of wall material. The HVAC re-cut, the separately-metered utility installations, the per-suite ADA upgrades, the signage and common-area refresh, and the contingency on municipal permitting collectively run roughly $500K–$1.5M for a three-suite subdivision on this article's illustrative assumptions, before any tenant-specific TI. The pro forma should carry these as landlord capex separate from TI allowance.
Underwriting bridge interest reserve on optimistic downtime. Bridge loans for re-tenanting deals require interest reserves sized to fund debt service through stabilization. Sizing the reserve on an 18-month rent-commencement assumption when the downside case runs to month 36 produces a reserve shortfall that the equity has to backfill mid-execution, typically the worst time to recapitalize.
Missing the dark-store property-tax overlay on power-center underwriting.Walmart, Lowe's, and Target anchors carry contingent assessment-appeal risk through dark-store-theory litigation. Confirm whether the anchor pays taxes directly or reimburses through the center's tax pool; if it reimburses, a successful appeal lowers the recovery pool, and municipal rate increases may follow. The risk is live in states where it has not been foreclosed by statute or case law, so check the state and the anchor's parcel structure rather than assuming a flat premium.
Treating gross value lift as profit. In this article's example the incremental NOI earns only a 3.4% yield on roughly $7.0M of trough capital, and the move from a 9.0% vacancy-risk cap to a 7.0% stabilized cap lifts gross value by $4.2M, which is $2.8M less than the capital invested. Value created is ending value minus starting value minus capital invested. Capitalizing stabilized NOI at a high cap rate to get the "before" value flatters the result; build the as-is value from in-place income and comparable dark-box sales, and confirm the deal clears total cost.
FAQ
Frequently Asked Questions
What is a dark store in commercial real estate?
In the institutional CRE sense, a dark store is a vacated big-box retail asset, typically 10,000 to 200,000 SF, that has lost its operating anchor through bankruptcy, lease non-renewal, footprint rationalization, or corporate consolidation. The space sits non-revenue-producing while the landlord pursues re-tenanting (same-format re-lease, subdivision into junior anchors, or redevelopment). This differs from the e-commerce 'dark store' vocabulary, which refers to a closed-to-walk-in retail facility operated as a micro-fulfillment center. The CRE vocabulary is older and is the framing used by open-air shopping center REITs, value-add retail REPE, and CMBS B-piece buyers.
What is the difference between a dark store and a fulfillment center?
A dark store in the CRE sense is a vacated retail box waiting to be re-tenanted; a fulfillment center is a purpose-built or converted facility operating as an e-commerce pick-pack hub closed to walk-in customers. Institutional CRE usage reserves the term for vacancy / re-tenanting, while e-commerce and supply-chain usage applies it to fulfillment operations. When a closed fulfillment dark store becomes a vacant retail box, the asset re-enters the CRE vocabulary.
What is the dark store theory in property tax?
Dark store theory is a tax-assessment litigation strategy used by national big-box operators including Walmart, Lowe's, Target, and Meijer. The argument: the assessed value of an occupied big-box property should be set by reference to the market sale prices of comparable vacant properties (the 'dark store' comparables), not by income capitalization on the operating rent or by reproduction cost. In the Delavan, Wisconsin case, for example, Lowe's argued its home center was worth about $4.6 million against the city's $8.9 million assessment, roughly 48% lower, a claim the court rejected. The Wisconsin Supreme Court ruled unanimously for the City of Delavan in February 2023 in a decision limited to that case. Appeals have been filed in at least 21 state courts over roughly the past decade, and some legislatures have acted to weaken the argument, so the risk remains live in states where it has not been foreclosed by statute or case law.
Which retailers are backfilling big-box vacancies in 2024-26?
The institutional backfill cohort is concentrated in five tenant types. Off-price: TJX family (TJ Maxx, Marshalls, HomeGoods, Sierra), Burlington, and Ross, typical box 20K-45K SF. Value general merchandise: Five Below, Dollar Tree, and Ollie's Bargain Outlet, typical box 8K-35K SF depending on banner (an illustrative range). Value grocery: ALDI, Lidl, Sprouts, and Trader Joe's, typical box 12K-36K SF. Beauty / specialty: Ulta, typical box 10K-12K SF. Experiential fitness: Planet Fitness, Crunch, and Life Time, typical box 20K-40K SF. Each cohort plays at a specific box-size tier; mismatching the cohort to the vacant footprint is a common landlord underwriting error.
How long does it take to re-tenant a vacated big-box?
There is no published median for subdivided anchors, so this article uses illustrative modeling assumptions: 6-9 months to LOI, 3-6 months to executed lease, 9-15 months from lease execution to rent commencement (covers permitting, demising, and tenant build-out). Total vacancy-to-first-rent: 18-30 months in subdivision scenarios. Same-format re-lease is assumed to complete in 6-12 months but is rare in 2024-26 because the comparable anchor that would take the box at the same format often doesn't exist (no one is opening new Bed Bath formats). Downtime variance is wide and is a primary execution risk in dark-store underwriting.
What does it cost to subdivide a big-box anchor space?
Illustrative subdivision capex for a 90,000 SF anchor split into three junior-anchor suites: demising walls $40K-$80K each ($80K-$160K for the two party walls a three-suite split needs, including structural separation and insulation); HVAC re-cut for separately-metered spaces $200K-$500K; utility separation (electric, gas, water meters per suite) $50K-$150K; common-area refresh and signage $100K-$300K; ADA compliance updates required by municipal permit $50K-$150K; contingency 10-15%. Total landlord capex independent of tenant-specific TI: roughly $500K-$1.5M on these assumptions (the worked example above uses $610K). Tenant-specific TI runs separately at an assumed $35-$125 per SF depending on use (off-price low end, fitness and grocery high end).
How is a dark-store re-tenanting deal financed?
The trough is typically funded with a bridge loan structured to take out into a permanent or CMBS execution at stabilization. Illustrative bridge terms: 65-75% loan-to-cost, SOFR + 350-500 basis points, interest-only, 3-year initial term with 1-2 extension options, future-funding facility for TI/LC and vacancy carry, interest reserve sized through projected stabilization plus a cushion. A debt yield of 8.5-10% on stabilized NOI is the assumed payoff test. Perm execution at stabilization is assumed to be a 10-year fixed CMBS or life-co loan at 60-65% LTV against the new stabilized value. The bridge prices the execution risk, the perm prices the stabilized asset.
Did Five Below and Dollar Tree really take 148 Party City stores?
Per Fortune's February 2025 coverage of the Party City bankruptcy auctions, Dollar Tree and Five Below successfully bid on a combined 148 leases out of 250 auctioned locations, according to CoStar. The rest of the leases went to retailers such as Rack Room Shoes, Books-A-Million, Burlington, Barnes & Noble, and La-Z-Boy. The Party City auction is a clear data point on the small-box backfill cohort in 2024-26: the Five Below + Dollar Tree pair accounted for 148 of the 250 auctioned leases.
Are all dark-store re-tenanting deals value-add?
Not automatically. Well-located dark anchors can be re-tenanted at NOI levels above the prior anchor rent when the backfill cohort is willing to pay current market rents, which can exceed the rent in the prior anchor's older lease. But a gain in NOI is not the same as a gain in value net of cost. A 200 bps cap-rate move from 9.0% to 7.0% lifts gross value on the same NOI by about 28.6%, and that is a gross figure, not a profit: it has to exceed the total trough capital (TI, leasing commissions, subdivision capex, and vacancy carry). In the worked example above, a $4.2M gross lift sits against roughly $7.0M of trough capital, so cap-rate compression alone does not repay it. Poorly-located dark anchors in over-supplied submarkets may not re-tenant at all; those become alternative-use (medical, self-storage, multifamily, last-mile industrial) or demolition deals, with different return profiles.
Related Articles
- Retail Underwriting: Anchor Economics and Co-Tenancy Provisions: the anchor-rent and co-tenancy framework that governs how dark-anchor events propagate to inline tenant economics.
- Grocery-Anchored Retail: Below-Market Anchor Rent and Inline Economics: the value-grocery backfill cohort context (ALDI, Sprouts, Lidl) and the inline economics that recover post-stabilization.
- Pad Sites & Outparcels: Ground Lease Economics and QSR Credit: the outparcel monetization wedge that often runs in parallel with anchor re-tenanting on shopping-center value-add deals.
- Net Lease Single-Tenant Underwriting: Credit Spreads and Cap Rate Decomposition: the single-tenant net-lease companion for understanding how stabilized junior-anchor cash flows reprice post re-tenanting.
- Loan Workout: the workout scenario when the bridge-to-perm doesn't take out and the dark-store deal becomes a lender-led restructuring.
- For Retail Operators & Sponsors: the segment context for sponsors and operators executing value-add retail in the 2024-26 vacancy cycle.
Sources
- Fortune, "Bucking the 'retail apocalypse,' Dollar Tree and Five Below snatched up nearly 150 defunct Party City stores in auctions this month" (Feb 2025): 148 of 250 auctioned leases to Dollar Tree and Five Below per CoStar; 4.1% US retail vacancy per CoStar; Dollar Tree store openings; quotes from CoStar's Brandon Svec and Jeffery Realty's Bill Lenaz.
- 99% Invisible, "Ghost Boxes: Reusing Abandoned Big-Box Superstores Across America": adaptive reuse of vacated big boxes, including the McAllen, TX 123,000 SF Walmart-to-library conversion.
- REBusinessOnline, "Q&A: Best Practices for Filling Vacant Big Box Retail Space" (Cynthia Nelson, FTI Consulting): the re-lease / redevelop / demise decision tree and fitness concepts moving into vacated big-box space.
- VHB, "Repositioning Big Box Retailers": planning and engineering whitepaper on repositioning vacated big boxes and co-tenancy remedies when anchors go dark.
- Governing, "The 'Dark Store' Threat to Property Tax Revenues": opinion column summarizing the dark-store litigation and municipal response.
- Bloomberg Tax, "Localities Gain Ground on Big Box Stores in Property Tax Fights" (March 2023): coverage of the February 2023 Wisconsin Supreme Court ruling for the City of Delavan, after appeals-court wins in Delavan, Plover and Wauwatosa.
- Associated Press via PBS Wisconsin, "Wisconsin Supreme Court rules Delavan properly excluded dark store tax comparison" (Feb 2023): the unanimous ruling, the $8.9 million vs. $4.6 million valuation dispute, and the limits of the decision.
- Wikipedia, "Big Lots": 963-store liquidation, the Gordon Brothers / Variety Wholesalers transaction, and the Chapter 7 conversion.
- Wikipedia, "Jo-Ann Stores": two Chapter 11 filings and the 2025 liquidation of roughly 790 stores.
- Wikipedia, "Party City": December 2024 Chapter 11 filing and the 2025 lease auctions.
- Wikipedia, "Bed Bath & Beyond (1987-2023)": April 2023 Chapter 11 filing and the final store closure on July 30, 2023.
- Business Insider, "Bed Bath & Beyond store closings: See full list of locations" (February 2023): the plan to reduce the fleet to 360 stores, down from 760.
- Wikipedia, "Ollie's Bargain Outlet": the March 2025 purchase of 63 Big Lots store leases.
- Wikipedia, "Aldi": the March 2024 plan to open 800 new US stores by the end of 2028.