Nordstrom, Inc. (NYSE: JWN) is poised to transition from a publicly traded company to a privately held entity in a landmark $6.25 billion deal orchestrated by its founding family and Mexican retail giant El Puerto de Liverpool. This strategic move, announced on December 23, 2024, will see the Nordstrom family and Liverpool acquire all outstanding shares of the company they do not already own, offering $24.25 per share in an all-cash transaction. This price represents a 42% premium over Nordstrom's share price on March 18, 2024, prior to any speculation about the deal.

The acquisition, which includes a special dividend of up to $0.25 per share contingent on the deal's completion, is expected to close in the first half of 2025. Upon completion, the Nordstrom family will hold a 50.1% majority stake, while Liverpool will own 49.9%. The deal has been unanimously approved by a special committee of Nordstrom's independent board members, who concluded that the transaction offers significant value to public shareholders.

This move comes as Nordstrom, a leader in department store retailing, faces challenges in the evolving retail landscape. The privatization is expected to provide the company with greater flexibility to navigate these challenges without the pressures of quarterly earnings reports. The partnership with Liverpool, known for its expertise in Latin American luxury retail, is anticipated to bring valuable insights and synergies, particularly in supply chain and digital capabilities.

The Nordstrom family, including CEO Erik Nordstrom and CBO Pete Nordstrom, expressed excitement about this new chapter, emphasizing their commitment to maintaining the company's legacy of customer service and innovation. Liverpool's chairman, Graciano F. Guichard G., echoed this sentiment, highlighting the strategic benefits of the partnership.

The transaction will be financed through a combination of rollover equity, cash commitments from Liverpool, and up to $450 million in borrowings under a new $1.2 billion asset-based lending facility. Nordstrom's existing $2.7 billion in senior notes will remain outstanding, with additional measures planned to secure them.

This acquisition marks a significant moment in Nordstrom's history, as it returns to private ownership after more than five decades as a public company. The deal is subject to regulatory approvals and the consent of two-thirds of Nordstrom's shareholders, including a majority of those not affiliated with the Nordstrom family or Liverpool.