An outside investor wants to take over Macy’s Inc. (NYSE: M), which has recently closed stores and offered Wall Street a less than satisfactory future. The battle will determine if new management takes the helm or is thrown out just as it takes the retailer’s leadership. On the other hand, a new owner may decide Macy’s best years are behind it without a radical redirection.

Arkhouse Management and Brigade Capital Management want to take Macy’s private and are willing to pay $5.8 billion. That is equivalent to $21 a share. Macy’s has traded at about $17 recently. Its share price started to collapse about a year ago and has not recovered.

Macy’s board thinks the outside investors may not have access to the capital they need to close a deal. The board attacked the two investors. They released a statement that said, “The Board has determined not to enter into a non-disclosure agreement or provide any due diligence information to Arkhouse and Brigade.” Of course, the two investors say access to capital is not an issue.

The Problem With Macy’s

What is an issue is that Macy’s shares trade at a level below where they did five years ago. By contrast, Walmart Inc. (NYSE: WMT) shares have risen from $95 to $168 apiece over the same period. A significant contrast is that Walmart has well over 4,000 U.S. stores. Macy’s has about 500. With a smaller footprint, Macy’s does not have Walmart’s ability to sell throughout the country. (These 10 stores are the best alternatives and affordable options to Walmart.)

Less than a week ago, Macy’s closed five stores and laid off 2,300 people. The retailer announced, “As we prepare to deploy a new strategy to meet the needs of an everchanging consumer and marketplace, we made the difficult decision to reduce our workforce by 3.5% to become a more streamlined company.”

In October, Tony Spring took the CEO’s job at Macy’s. Investors may think this is not much of a replacement. Spring ran Macy’s Bloomingdale’s division. An outsider would have been an admission Macy’s needed major change to improve its fortunes.

Likely, the battle between the two outside investors and Macy’s board is not over. The fight may end in court, or the investors may convince institutions with money in the retailer that management cannot turn the company around.

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