Under the terms of the agreement, Nordstrom shareholders received $24.25 in cash for each share of common stock. The press release describes the transaction as valued at approximately $6.25 billion on an enterprise basis and states the merger consideration represented a premium of approximately 42% to Nordstrom's unaffected closing stock price on March 18, 2024, the last trading day before media speculation about a potential transaction began. The board also declared a special cash dividend of $0.25 per share, contingent on closing, plus a stub-period dividend of $0.1462 per share, both payable to shareholders of record as of May 19, 2025. Following the close, Nordstrom was owned 50.1% by the Nordstrom Family and 49.9% by Liverpool, with the Nordstrom Family holding a majority ownership stake in the company.
The Nordstrom board, with Erik and Pete Nordstrom recusing themselves, unanimously approved the transaction based on the unanimous recommendation of a special committee of independent and disinterested directors composed of Kirsten Green, Amie Thuener O'Toole and Eric Sprunk. The special committee was formed in February 2024 in response to interest expressed by Erik and Pete Nordstrom in exploring a possible transaction. Eric Sprunk, special committee chairman, said the committee reviewed the proposal "against the Company's standalone prospects for growth" and, "following a rigorous and independent evaluation and consultation with outside financial and legal advisors," concluded the transaction "offers greater value for all public shareholders at a significant premium to the unaffected share price." Erik Nordstrom, CEO, called the announcement the start of "an exciting new chapter for the business," and Graciano F. Guichard G., Liverpool's executive chairman, said Liverpool was "thrilled to be investing in a company that has meaningfully shaped the industry for nearly 125 years."
The press release stated the transaction would be financed through a combination of rollover equity contributed by the Nordstrom Family and Liverpool, cash commitments by Liverpool, up to $450 million in borrowings under a new $1.2 billion asset-based lending (ABL) facility, and company cash on hand. Nordstrom's approximately $2.7 billion of existing senior notes and debentures were expected to remain outstanding, secured following closing by a second lien on current assets and a first lien on other assets (excluding real estate). At closing on May 20, 2025, the company entered into a new ABL credit agreement with Wells Fargo Bank, National Association as agent, providing a $1.2 billion senior secured asset-based revolving facility, and borrowed $450 million under that facility; the company's prior revolving credit agreement, dated May 6, 2022, was repaid in full and terminated.
The merger agreement included termination fees: the company would owe Parent $85 million if the agreement were terminated due to an adverse recommendation change by the board or special committee, $42.5 million if terminated by the company to accept a superior proposal (or by either party for failure to obtain shareholder approval following a publicly announced competing proposal that is later consummated), and $100 million if terminated by either party due to a below-investment-grade ratings event. Liverpool and certain Family Group members guaranteed Parent's payment obligations, including these termination fees, on a several basis.
Closing was subject to approval by holders of two-thirds of outstanding common stock and, separately, a majority of shares not owned by the Nordstrom Family, Liverpool, or the company's directors and Section 16 officers (a majority-of-the-minority vote), plus customary regulatory approvals. At a special shareholder meeting held May 16, 2025, with 142,942,995 shares present (approximately 85.47% of the 167,234,578 shares outstanding as of the April 7, 2025 record date), shareholders approved the merger: the two-thirds approval vote passed 142,030,974 for to 770,781 against, and the majority-of-the-minority vote (calculated on 96,549,953 shares eligible) passed 71,381,079 for to 770,781 against. A non-binding advisory vote on merger-related executive compensation also passed, 137,006,915 for to 5,509,460 against.
The merger closed on May 20, 2025. Nordstrom filed Articles of Merger with the Washington Secretary of State, Acquisition Sub merged into Nordstrom with Nordstrom surviving as a wholly owned subsidiary of Parent, and each outstanding share of Nordstrom common stock (other than rollover and owned shares) was converted into the right to receive $24.25 in cash. Nordstrom common stock ceased trading before the NYSE open on May 21, 2025 and was delisted that day. Erik and Pete Nordstrom became Co-CEOs of the now-private company.
Morgan Stanley & Co. LLC and Centerview Partners LLC acted as financial advisors to the special committee of the Nordstrom board. Moelis & Company LLC acted as financial advisor to the Nordstrom Family. J.P. Morgan Securities LLC acted as financial advisor to Liverpool. Innisfree M&A Incorporated served as proxy solicitor for Nordstrom in connection with the special meeting, as previously disclosed. The definitive merger proxy statement is dated April 10, 2025.
Not disclosed in the filings reviewed: a per-share or aggregate equity purchase price distinct from the stated $6.25 billion enterprise value; any EV/EBITDA, P/E, or other valuation multiple; the full negotiation background and any other bidders considered (which would typically appear in the "Background of the Merger" section of the definitive proxy, not independently reviewed here); and any post-closing pro forma financial statements.