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Mar 6, 2018
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Nordstrom rejects initial take-private offer by family group

Mar 6, 2018

Nordstrom Inc said it had rejected an indicative take-private offer from its founding family group worth about $8.4 billion, a 2.2 percent discount to the U.S. department store operator’s market value as of the end of trading on Monday.


Nordstrom has formed a special committee of independent directors to review the bid given the family’s 31 percent stake in the company, and it is not unusual for initial offers in such situations to come in low, as both sides seek to demonstrate to shareholders that tough negotiations are under way.

Nevertheless, the fact that the family group’s cash offer of $50 per share was lower than the $51.90 closing price on Monday illustrates the challenges of orchestrating a bid that will appeal to shareholders as well as the investment banks financing the bid and the family’s equity partner, buyout firm Leonard Green & Partners LP.

“The special committee has reviewed the group’s indicative acquisition proposal, in consultation with its financial advisor and legal counsel, and has determined that the price proposed is inadequate,” Nordstrom said in a statement.

The company added that the special committee planned to terminate discussions unless the price offered was “substantially” improved.

The family group is now working on a new offer, according to a source familiar with the matter who requested not to be identified discussing confidential deliberations.

Earlier on Monday, the family group told the special committee it could raise $7.5 billion in debt from 10 banks for its bid, as well as $1.5 billion to $2 billion in equity from Leonard Green. It added that it would have preferred to have finalised financing arrangements before it submitted its offer.

Sources told Reuters in February that the founding family group had met with investment banks and was hoping to submit an offer as early as in March.
Nordstrom’s efforts to go private come as the brick-and-mortar retail sector faces a record number of store closures, as more shoppers abandon malls and department stores in favour of buying goods online.

Nordstrom now receives more than a quarter of its revenues from online sales, and the family group was hoping going private would accelerate its expansion in e-commerce away from the pressure of being a public company.

The Nordstrom family had suspended earlier buyout plans in October, hoping that strong results through the key end-of-year holiday shopping period would help them make for cheaper debt with which the newly private company would be saddled.

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