The Nordstrom family is getting close to the finish line in pursuing a deal to take the namesake company that started as a footwear retailer in 1903, private again.

The department store chain, parent of the Nordstrom and Nordstrom Rack retail brands, first went public nearly 54 years ago.

As previously reported, Nordstrom, Inc., a Washington State corporation, entered into an Agreement and Plan of Merger with Norse Holdings, Inc., a Delaware corporation owned by El Puerto de Liverpool, S.A.B. de C.V. (Liverpool), and Navy Acquisition Co. Inc., a Washington corporation and a direct, wholly-owned subsidiary of parent company Nordstrom, Inc.

The company held a virtual special meeting of shareholders of Nordstrom, Inc. on May 16, 2025. Based on preliminary estimated results of the Special Meeting provided by the company’s proxy solicitor, Innisfree M&A Inc., the Merger Agreement was approved by the company’s shareholders at the Special Meeting.

The company will disclose the final results of the Special Meeting in a Form 8-K filed with the SEC.

The take-private merger deal required the approval of the holders of at least 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 Merger Agreement provides that, on the terms and subject to the conditions of the Merger Agreement, Acquisition Subsidiary will merge with and into the company, with the company surviving as a wholly-owned subsidiary of the parent company.

As a result of the approval of the Merger Agreement, Nordstrom reported that it expects to finalize the Merger on or around May 20, 2025, subject to satisfaction or waiver of the remaining conditions to the consummation of the Merger.

The Merger Agreement calls for Erik Nordstrom, Pete Nordstrom and Jamie Nordstrom, and other members of the Nordstrom Family, and El Puerto de Liverpool, S.A.B. de C.V. (Liverpool) to acquire all of the outstanding common shares of Nordstrom, Inc. 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 50.1 percent majority ownership stake in the company, and Nordstrom will become a private company.

“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, El Puerto de Liverpool, S.A.B. de C.V.. “We are honored to partner with the Nordstrom Family and the company’s talented team as they continue to deliver outstanding service to customers.”

Nordstrom will finance the transaction through 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 is expected to remain outstanding following the transaction.

As previously disclosed, Nordstrom’s Board of Directors fixed the close of business on Monday, May 19, 2025, as the record date for determining the holders of the company Common Stock entitled to be paid the dividends. On May 15, 2025, the Board declared (1) the Special Dividend in an amount equal to 25 cents per share of company Common Stock, subject to satisfaction of the Minimum Cash requirement, and (2) the Stub Period Dividend in an amount equal to the Calculated Stub Period Dividend Amount, each such dividend contingent upon the occurrence of the Closing. The Board also fixed the payment date of the dividends as the fourth Business Day (as defined in the Merger Agreement) after the Effective Time.

If the Effective Time occurs on May 20, 2025, (1) the Stub Period Dividend would be equal to 14.62 cents per share of company Common Stock and (2) the payment date for the dividends would be May 27, 2025. In order to be paid the dividends, holders of the company Common Stock of record with the company’s transfer agent must hold their shares as of the record date, and other beneficial owners must hold their shares through the conclusion of trading on the date of the Closing. Because payment of the dividends is subject to the Closing, the company said it cannot assure shareholders that the company will pay the dividends.

Image courtesy Nordstrom, Inc.

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See below for additional SGB Media coverage regarding the Nordstrom take-private merger deal.

Nordstrom Family and Mexico-Based Partner Acquire Nordstrom Business for $6.25B