Nordstrom, Inc. has announced a definitive agreement under which the Nordstrom family and Liverpool will acquire all outstanding common shares of Nordstrom not already beneficially owned by the Nordstrom family and Liverpool in an all-cash transaction valued at approximately $6.25 billion. This transaction represents a premium of approximately 42% to the company’s unaffected closing common stock price on March 18, 2024, the last trading day prior to media speculation regarding a potential transaction. Nordstrom common shareholders will receive $24.25 in cash for each share of Nordstrom common stock they hold.
Upon completion of the transaction, Nordstrom will become a private company, and the Nordstrom family will have a majority ownership stake in the company. 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 $450 million in borrowings under a new $1.2 billion ABL bank financing, and company cash on hand. Upon completion of the transaction, Nordstrom’s common stock will no longer be listed on any public market.
Following the closing of the transaction, Nordstrom will be owned 50.1% by the Nordstrom family and 49.9% by Liverpool. In addition to the special dividend (if paid), Nordstrom expects to continue paying regular quarterly cash dividends of 19 cents per share through transaction close, including a pro-rated dividend for any partial quarter immediately prior to the close of the transaction.
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. Today the company's shares have moved -1.1% to a price of $24.25. For the full picture, make sure to review Nordstrom's 8-K report.
