Nordstrom Shareholders to Receive $24.25 Per Share in Cash
Transaction Represents a Premium of
Approximately 42% Since March 18,
2024
Board Also Intends to Pay Special Dividend of
Up to $0.25 Per Share in Cash
Contingent on Closing
SEATTLE, Dec. 23,
2024 /PRNewswire/ -- Nordstrom, Inc. (NYSE: JWN)
today announced it has signed a definitive agreement under which
Erik, Pete, Jamie Nordstrom and
other members of the Nordstrom family (collectively, the "Nordstrom
Family") and El Puerto de
Liverpool, S.A.B. de C.V. ("Liverpool") (BMV: LIVEPOL) will acquire
all of the 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 on an enterprise basis. Following
the close of the transaction, the Nordstrom Family will have a
majority ownership stake in the Company.
Under the terms of the agreement, Nordstrom common shareholders
will receive $24.25 in cash for each
share of Nordstrom common stock they hold. The merger consideration
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. In addition,
the Board intends to authorize a special dividend of up to
$0.25 per share (based on Nordstrom's
cash on hand) immediately prior to and contingent on the close of
the transaction. Upon completion of the transaction, Nordstrom will
become a private company.
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 $450
million in borrowings under a new $1.2 billion ABL bank financing, and Company cash
on hand. The Company's $2.7 billion
principal amount of existing senior notes and debentures are
expected to remain outstanding following the transaction. As part
of the transaction, the Company expects to take actions to secure
the Company's existing senior notes and debentures with a second
lien on the Company's current assets and related collateral and a
first lien on the Company's other assets (excluding real estate),
conditioned and effective upon the transaction closing. 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.
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
El Puerto de Liverpool is a Mexican
omnichannel retailer with a leading presence in department stores
and a robust e-commerce platform. It operates across Mexico with 310 stores under the Liverpool and
Suburbia banners, 119 specialized boutiques, as well as 29 shopping
centers. The Company is also one of the leading credit card issuers
in the country with more than 7.6 million credit card holders,
accounting for 47% of its sales transactions. For 176 years, it has
offered a comprehensive selection of high-quality products and
services—from the latest in fashion for the entire family to expert
advice on interior design, food and beverages, housewares,
technology, and much more.
Liverpool is recognized as one of the best places to work in
Mexico, employing more than 78,000
workers nationwide. The company is committed to operating with
efficiency, growth, innovation, prestige, exceptional service,
profitability, and adaptability to specific markets, all while
fostering a strong sense of social responsibility towards the world
around it.
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.
