お知らせ • May 21
El Puerto de Liverpool, S.A.B. de C.V. (BMV:LIVEPOL C-1), Erik B. Nordstrom, Peter E. Nordstrom, James F. Nordstrom and other members of the Nordstrom family completed the acquisition of 59.5% stake in Nordstrom, Inc. (NYSE:JWN).
El Puerto de Liverpool, S.A.B. de C.V. (BMV:LIVEPOL C-1), Erik B. Nordstrom, Peter E. Nordstrom, James F. Nordstrom and other members of the Nordstrom family made an offer to acquire remaining 59.5% stake in Nordstrom, Inc. (NYSE:JWN) for $2.3 billion on September 3, 2024. Under the terms, Nordstrom shareholders will receive $23 per share in cash. El Puerto de Liverpool, S.A.B. de C.V. and Erik B. Nordstrom, Peter E. Nordstrom, James F. Nordstrom and other members of the Nordstrom family has signed a definitive agreement to acquire remaining 59.52% stake in Nordstrom, Inc. for $2.6 billion on December 22, 2024. Under the terms of the agreement, Nordstrom common shareholders will receive $24.25 in cash for each share of Nordstrom common stock they hold. In addition, the Board intends to authorize a special dividend of up to $0.25 per share immediately prior to and contingent on the close of the transaction. Upon completion of the transaction, Nordstrom will become a private company. Nordstrom family members own about 33.4% of the Nordstrom's outstanding common stock and El Puerto de Liverpool owns approximately 9.6% of Nordstrom stock. The proposal states that the merger consideration would be financed through a combination of rollover equity and cash commitments by members of the Nordstrom family and Liverpool with existing cash balance in the amount of $620 million and $250 million in new bank financing, with the existing indebtedness of the Nordstrom to remain outstanding. As of December 23, 2024, 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. It is expected that immediately following the completion of the Proposed Transaction, Nordstrom would be owned approximately 50.1% by the Family Investor and 49.9% by Liverpool.
The transaction is subject to two-third (2/3) shareholder vote requirement and the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the grant of early termination thereof and regulatory approval. 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, composed of Kirsten Green, Amie Thuener O'Toole and Eric Sprunk, independent and disinterested directors that led the review and negotiation of this transaction. Buyer board unanimously approved the deal. The execution of definitive documentation with respect to the Proposed Transaction would be subject to, among other things, final approval of the board of directors of Liverpool. Nordstrom will be required to pay buyer a termination fee equal to (i) $85 million if the Merger Agreement is validly terminated by Byer due to an Adverse Recommendation Change or (ii) $42.5 million if the Merger Agreement is validly terminated by Nordstrom to enter into a definitive agreement with respect to a Superior Proposal or by Nordstrom or Buyer due to a failure to achieve the Requisite Shareholder Approvals if a Competing Proposal has been publicly announced and within twelve months following such termination Nordstrom either consummates such Competing Proposal or enters into a definitive agreement for such Competing Proposal that is subsequently consummated. Buyer will be required to pay to the Nordstrom a termination fee equal to (i) $170 million if the Merger Agreement is validly terminated by the Nordstrom due to Buyer materially breaching its representations, warranties or covenants in the Merger Agreement, subject in certain cases to a cure right, or due to Buyer failing to consummate the Merger in specified circumstances following the satisfaction or waiver of the applicable closing conditions, or by either the Nordstrom or Buyer in specified circumstances when the Nordstrom had the right to terminate the Merger Agreement for the foregoing reasons or (ii) $100 million if the Merger Agreement is validly terminated by either the Nordstrom or Buyer due to a Below Investment Grade Rating Event or by either the Nordstrom or Buyer in specified circumstances when a Below Investment Grade Rating Event has occurred and is continuing. The transaction is expected to close in the first half of 2025. As of May 9, 2025, Nordstrom Board of Directors has fixed May 19, 2025 as the record date for determining the holders of the Company Common Stock entitled to be paid the Dividends, if the Dividends are declared by the Board. As of the date hereof, the Board has not declared the Dividends or fixed the amount of the Dividends or their payment date. The shareholders of Nordstrom approved the transaction at Special Meeting held on May 16, 2025. As a result of the approval of the Merger Agreement, the Company expects the Merger to be consummated on or around May 20, 2025, subject to satisfaction or waiver of the remaining conditions to the consummation of the Merger.
Jonathan Dunlop of J.P. Morgan acted as financial advisor and Benjamin P. Schaye, Benjamin A. Bodurian, Justin M. Lungstrum, Jeannine McSweeney, Krista B. McManus, Andrew B. Purcell, Adam Arikat, Peter Guryan, Kelly Karapetyan, George S. Wang, Daniel S. Levien, Lori E. Lesser, Vanessa K. Burrows, Steven R. DeLott, Bettina C. Elstroth, James I. Rapp and Juan F. Mendez of Simpson Thacher & Bartlett LLP and and Galicia Abogados, S.C. acted as legal advisors for Liverpool. Perry Hall of Moelis acted as financial advisor and Keith Trammell and Michael Gilligan of Wilmer Cutler Pickering Hale & Dorr LLP, Lane Powell PC and Davis Wright Tremaine LLPP acted as legal advisors for Nordstrom family. Morgan Stanley & Co. LLC and Centerview Partners LLC are acting as financial advisors to the special committee. Sidley Austin LLP and Perkins Coie LLP are acting as legal counsel to the special committee. Gary D. Gerstman, Derek Zaba, Scott R. Williams, Gregory A. Marrs, Elizabeth T. Burns, Kelly M. Dybala, Samir A. Gandhi, Johnny G. Skumpija, Katie Klaben, Vadim Brusser, Heather M. Palmer, Elizabeth K. McCloy, Jim Ducayet, Richard M. Silverman, Suresh T. Advani and Anna Remis of Sidley Austin LLP and Perkins Coie LLP are acting as legal counsel to Nordstrom, Inc. The Special Committee of Nordstrom has received the opinions, dated as of the date hereof, of Morgan Stanley & Co. LLC and Centerview Partners LLC. Stuart Rogers of Alston & Bird LLP acted as legal advisor to Moelis & Company in the transaction. Innisfree M&A Incorporated acted as information agent to Nordstrom. Nordstrom will pay Innisfree M&A $50,000. Moelis & Company LLC acted as financial advisor to Nordstrom. Computershare Trust Company, N.A. actes as transfer agent to Nordstrom. Wilmer Cutler Pickering Hale and Dorr LLP, Davis Wright Tremaine LLP and Lane Powell PC acted as legal advisor to Nordstrom Family.
El Puerto de Liverpool, S.A.B. de C.V. (BMV:LIVEPOL C-1), Erik B. Nordstrom, Peter E. Nordstrom, James F. Nordstrom and other members of the Nordstrom family completed the acquisition of 59.5% stake in Nordstrom, Inc. (NYSE:JWN) on May 20, 2025. Nordstrom common stock will cease trading prior to the opening of the New York Stock Exchange ("NYSE") on May 21, 2025 and will be delisted from the NYSE as of May 21, 2025. With the completion of the transaction, Erik and Pete Nordstrom will lead Nordstrom as Co-CEOs
