Nordstrom to Be Acquired by Nordstrom Family and Liverpool
Nordstrom (NYSE: JWN) has announced a definitive agreement to be acquired by the Nordstrom Family and Liverpool in an all-cash transaction valued at approximately $6.25 billion. Shareholders will receive $24.25 per share, representing a 42% premium to the closing price on March 18, 2024. Additionally, a special dividend of up to $0.25 per share is planned prior to closing.
Following the transaction's completion in the first half of 2025, Nordstrom will become private, with the Nordstrom Family owning 50.1% and Liverpool owning 49.9%. The deal requires approval from two-thirds of shareholders and will be financed through rollover equity, cash commitments, up to $450 million in borrowings, and company cash.
Nordstrom (NYSE: JWN) ha annunciato un accordo definitivo per essere acquisita dalla Famiglia Nordstrom e Liverpool in una transazione totalmente in contante del valore di circa $6,25 miliardi. Gli azionisti riceveranno $24,25 per azione, che rappresenta un premio del 42% rispetto al prezzo di chiusura del 18 marzo 2024. Inoltre, è previsto un dividendo straordinario fino a $0,25 per azione prima della chiusura.
Dopo il completamento della transazione nella prima metà del 2025, Nordstrom diventerà privata, con la Famiglia Nordstrom che possiederà il 50,1% e Liverpool il 49,9%. L'accordo richiede l'approvazione di due terzi degli azionisti e sarà finanziato attraverso capitale di rollover, impegni in contante, fino a 450 milioni di dollari in prestiti e liquidità aziendale.
Nordstrom (NYSE: JWN) ha anunciado un acuerdo definitivo para ser adquirida por la Familia Nordstrom y Liverpool en una transacción completamente en efectivo valorada en aproximadamente $6.25 mil millones. Los accionistas recibirán $24.25 por acción, lo que representa una prima del 42% sobre el precio de cierre del 18 de marzo de 2024. Además, se planea un dividendo especial de hasta $0.25 por acción antes del cierre.
Tras la finalización de la transacción en la primera mitad de 2025, Nordstrom se convertirá en una empresa privada, con la Familia Nordstrom poseyendo el 50.1% y Liverpool el 49.9%. El acuerdo requiere la aprobación de dos tercios de los accionistas y se financiará a través de capital de rollover, compromisos en efectivo, hasta 450 millones de dólares en préstamos y efectivo de la empresa.
노드스트롬 (NYSE: JWN)은 노드스트롬 가족과 리버풀이 약 $6.25 억 달러에 달하는 전액 현금 거래로 인수하기로 확정 계약을 체결했다고 발표했습니다. 주주들은 $24.25 주당을 수령하게 되며, 이는 2024년 3월 18일 종가 대비 42%의 프리미엄을 나타냅니다. 또한, 종료 전에 최대 $0.25 주당 특별 배당금이 계획되어 있습니다.
2025년 상반기 거래 완료 후, 노드스트롬은 비상장 회사가 되며 노드스트롬 가족이 50.1%를 소유하고 리버풀이 49.9%를 소유하게 됩니다. 이 거래는 주주 3분의 2의 승인이 필요하며, 롤오버 자본, 현금 약속, 최대 4억 5천만 달러의 차입금 및 회사 현금을 통해 자금 조달될 것입니다.
Nordstrom (NYSE: JWN) a annoncé un accord définitif pour être acquis par la famille Nordstrom et Liverpool dans une transaction entièrement en espèces d'une valeur d'environ $6,25 milliards. Les actionnaires recevront $24,25 par action, ce qui représente une prime de 42 % par rapport au prix de clôture du 18 mars 2024. De plus, un dividende spécial allant jusqu'à $0,25 par action est prévu avant la clôture.
Suite à l'achèvement de la transaction dans la première moitié de 2025, Nordstrom deviendra privé, la famille Nordstrom détenant 50,1 % et Liverpool 49,9 %. L'accord nécessite l'approbation des deux tiers des actionnaires et sera financé par des capitaux de roulement, des engagements en espèces, jusqu'à 450 millions de dollars d'emprunts et des liquidités de l'entreprise.
Nordstrom (NYSE: JWN) hat eine endgültige Vereinbarung zur Übernahme durch die Familie Nordstrom und Liverpool in einer komplett bar bezahlten Transaktion im Wert von etwa $6,25 Milliarden bekannt gegeben. Die Aktionäre erhalten $24,25 pro Aktie, was einem Aufschlag von 42% gegenüber dem Schlusskurs vom 18. März 2024 entspricht. Darüber hinaus ist eine Sonderdividende von bis zu $0,25 pro Aktie vor dem Abschluss geplant.
Nach Abschluss der Transaktion in der ersten Hälfte von 2025 wird Nordstrom privat, wobei die Familie Nordstrom 50,1% und Liverpool 49,9% besitzen wird. Der Deal erfordert die Genehmigung von zwei Dritteln der Aktionäre und wird durch Roll-over-Eigenkapital, Barverpflichtungen, bis zu 450 Millionen Dollar an Darlehen und Unternehmensliquidität finanziert.
- 42% premium offered to shareholders over March 18 closing price
- Special dividend of $0.25 per share to be paid at closing
- Regular quarterly dividends of $0.19 per share to continue until closing
- Existing $2.7 billion senior notes and debentures to remain outstanding
- Company will be delisted from public markets
- Additional $450 million in new debt to be taken on
- Transaction requires high shareholder approval threshold (two-thirds)
Insights
This landmark
The financing structure is notably robust, utilizing a mix of rollover equity, Liverpool's cash commitments and a new
For investors, this deal offers an attractive exit opportunity amid challenging retail conditions, while the company gains operational flexibility away from quarterly earnings pressures. The partnership with Liverpool, Mexico's leading department store operator, could unlock synergies in supply chain and digital capabilities.
This strategic privatization marks a pivotal shift in Nordstrom's corporate trajectory. The partnership with Liverpool introduces valuable international retail expertise while maintaining the Nordstrom family's cultural stewardship. This dual ownership structure combines Liverpool's operational excellence in Latin American luxury retail with Nordstrom's premium positioning in North America.
The timing is particularly strategic given the evolving retail landscape. Private ownership will enable faster decision-making and long-term investments in digital transformation and store optimization without public market scrutiny. Liverpool's experience in multi-channel retail and successful navigation of emerging market dynamics could help Nordstrom adapt to changing consumer preferences.
The retention of existing management suggests operational continuity while allowing for strategic evolution. This structure positions Nordstrom to better compete against both traditional luxury retailers and digital-first platforms, with increased flexibility to invest in customer experience and omnichannel capabilities.
Nordstrom Shareholders to Receive
Transaction Represents a Premium of Approximately
Board Also Intends to Pay Special Dividend of Up to
Under the terms of the agreement, Nordstrom common shareholders will receive
The Nordstrom Board of Directors, with Erik and Pete Nordstrom recusing themselves, has unanimously approved the proposed transaction upon the unanimous recommendation of a special committee of independent and disinterested directors that led the review and negotiation of this transaction. The special committee, composed of Kirsten Green, Amie Thuener O'Toole and Eric Sprunk, was formed in February 2024 in response to interest expressed by Erik and Pete Nordstrom in exploring a possible transaction during the Board's most recent evaluation of possible avenues to enhance shareholder value.
"The special committee of the Nordstrom Board of Directors reviewed this proposal against the Company's standalone prospects for growth," said Eric Sprunk, chairman of the special committee. "Following a rigorous and independent evaluation and consultation with outside financial and legal advisors, the special committee unanimously concluded that this transaction offers greater value for all public shareholders at a significant premium to the unaffected share price."
"The Nordstrom Board regularly considers alternatives to enhance value, culminating in this most recent process," added Brad Tilden, chairman of the Nordstrom Board. "I want to thank the special committee for their diligent and thorough work evaluating and negotiating this transaction over the past several months."
"For over a century, Nordstrom has operated with a foundational principle of helping customers feel good and look their best," said Erik Nordstrom, chief executive officer of Nordstrom. "Today marks an exciting new chapter for the business. On behalf of my family, we look forward to working with our teams to ensure Nordstrom thrives long into the future."
"We're grateful to the employees, customers and shareholders who have shaped Nordstrom into the company it is today," said Pete Nordstrom, chief brand officer of Nordstrom. "Since our founding in 1901, we have been committed to providing our customers with the best possible service – and to improving it every day. We look forward to building on that commitment in this next phase of the Company's evolution."
"Nordstrom is one of the worldwide leaders in department store retailing, and we're thrilled to be investing in a company that has meaningfully shaped the industry for nearly 125 years," said Graciano F. Guichard G., executive chairman of the Board of Directors of Liverpool. "We are honored to partner with the Nordstrom Family and the Company's talented team as they continue to deliver outstanding service to customers."
Transaction Details
The transaction is expected to close in the first half of 2025, subject to regulatory and other conditions, including approval of holders of two-thirds of the Company's common stock and the holders of a majority of the shares of the Company not owned by the Nordstrom Family or Liverpool or their respective affiliates and the Company's directors and Section 16 officers.
The transaction will be financed through a combination of rollover equity by the Nordstrom Family and Liverpool, cash commitments by Liverpool, up to
In addition to the special dividend (if paid), Nordstrom expects to continue paying regular quarterly cash dividends of
Upon completion of the transaction, Nordstrom's common stock will no longer be listed on any public market.
Advisors
Morgan Stanley & Co. LLC and Centerview Partners LLC are acting as financial advisors to the special committee, and Sidley Austin LLP and Perkins Coie LLP are acting as legal counsel to the special committee.
Moelis & Company LLC is acting as financial advisor and Wilmer Cutler Pickering Hale and Dorr LLP, Lane Powell PC and Davis Wright Tremaine LLP are acting as legal counsel to the Nordstrom Family.
J.P. Morgan Securities LLC is acting as financial advisor and Simpson Thacher & Bartlett LLP and Galicia Abogados, S.C. are acting as legal counsel to Liverpool.
About Nordstrom
At Nordstrom, Inc. (NYSE: JWN), we exist to help our customers feel good and look their best. Since starting as a shoe store in 1901, how to best serve customers has been at the center of every decision we make. This heritage of service is the foundation we're building on as we provide convenience and true connection for our customers. Our interconnected model enables us to serve customers when, where and how they want to shop – whether that's in-store at more than 350 Nordstrom, Nordstrom Local and Nordstrom Rack locations or digitally through our Nordstrom and Rack apps and websites. Through it all, we remain committed to leaving the world better than we found it.
About El Puerto De Liverpool
Liverpool is recognized as one of the best places to work in
Additional Information Regarding the Transaction and Where to Find It
This press release relates to the proposed transaction (the "proposed transaction") involving the Company, Norse Holdings, Inc. ("Parent") and Navy Acquisition Co. Inc. ("Acquisition Sub"), whereby the Company would become a wholly-owned subsidiary of Parent. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company or any other person or the solicitation of any vote or approval. The Company and affiliates of the Company intend to jointly file a transaction statement on Schedule 13E-3 (the "Schedule 13E-3") relating to the proposed transaction, and the Company intends to file a proxy statement on Schedule 14A relating to a special meeting of shareholders to approve the proposed transaction, each of which will be mailed or otherwise disseminated to the shareholders of the Company entitled to vote on the proposed transaction. The Company may also file other relevant documents with the Securities and Exchange Commission (the "SEC") regarding the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO OR INCORPORATED BY REFERENCE THEREIN), THE SCHEDULE 13E-3 (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO OR INCORPORATED BY REFERENCE THEREIN), AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the definitive proxy statement, any amendments or supplements thereto and other documents containing important information about the Company and the proposed transaction, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. In addition, shareholders of the Company may obtain free copies of such documents by accessing the Investor Relations portion of the Company's website at https://nordstrom.gcs-web.com/financial-information/sec-filings.
Participants in the Solicitation
The Company and certain of its directors, executive officers and other employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in the Company's definitive proxy statement on Schedule 14A for the 2024 annual meeting of the shareholders of the Company, filed with the SEC on April 11, 2024 (available here), under the sections "Corporate Governance—Director Compensation and Stock Ownership Guidelines," "Compensation of Executive Officers," and "Security Ownership of Certain Beneficial Owners and Management." To the extent the security holdings of directors and executive officers have changed since the amounts described in these filings, such changes are set forth on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Updated information regarding the identity of participants and their direct or indirect interests, by security holdings or otherwise, in the Company will be set forth in the Company's Proxy Statement on Schedule 14A regarding the approval of the proposed transaction and other relevant documents to be filed with the SEC, if and when they become available. These documents will be available free of charge as described above.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the anticipated timing of the consummation of the proposed transaction. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as "anticipates," "believes," "plans," "expects," "future," "intends," "may," "will," "would," "could," "should," "estimates," "predicts," "potential," "continues," "target," "outlook" and similar terms and expressions, but the absence of these words does not mean that the statement is not forward-looking. Actual results may differ significantly from management's expectations due to various risks and uncertainties including, without limitation: (i) the risk that the proposed transaction may not be completed in a timely manner, or at all; (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including, without limitation, the receipt of shareholder approvals, the receipt of necessary regulatory approvals or the absence of a Below Investment Grade Rating Event; (iii) unanticipated difficulties or expenditures relating to the proposed transaction; (iv) the effect of the announcement or pendency of the proposed transaction on the plans, business relationships, operating results and operations; (v) potential difficulties retaining employees, suppliers and customers as a result of the announcement and pendency of the proposed transaction; (vi) the response of employees, suppliers and customers to the announcement of the proposed transaction; (vii) risks related to diverting management's attention from the Company's ongoing business operations; (viii) legal proceedings, including those that may be instituted against the Company, its board of directors, its executive officers or others following the announcement of the proposed transaction; and (ix) risks regarding the failure to obtain the financing to complete the proposed transaction or have a sufficient amount of Company cash on hand to complete the proposed transaction or pay the full amount of the special dividend contemplated by the proposed transaction. In addition, a description of certain other factors that could affect the Company's business, financial condition or results of operations is included in the Company's most recent Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q filed with the SEC. Forward-looking statements reflect the Company's good faith beliefs, assumptions and expectations but are not guarantees of future performance or events. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. These forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date hereof, except as may be required by law.
INVESTOR CONTACT:
James Duies
Nordstrom, Inc.
InvRelations@Nordstrom.com
MEDIA CONTACT:
Grace Stearns
Nordstrom, Inc.
NordstromPR@Nordstrom.com
Adam Pollack / Tim Ragones
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
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SOURCE Nordstrom, Inc.
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