M&A - El Puerto de Liverpool, S.A.B. de C.V.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000095017025075303

Filing Summary: On May 20, 2025, El Puerto de Liverpool, S.A.B. de C.V. filed an amendment to Schedule 13D related to the common stock of Nordstrom, Inc. The document outlines the completion of a merger between Nordstrom, Inc. and Navy Acquisition Co. Inc., a wholly-owned subsidiary of Nordstrom Holdings, Inc. The merger agreement dated December 22, 2024, was executed following shareholder approval on May 16, 2025. Following the merger, El Puerto de Liverpool contributed approximately 15.8 million shares of common stock and $863.3 million to Nordstrom Holdings in an exchange for shares of Parent. As a result of the merger, each share of Nordstrom common stock was cancelled and converted into a cash payment of $24.25 per share. In conjunction with the merger, a special cash dividend of $0.25 per share and a stub period cash dividend of $0.1462 per share were declared, contingent upon the closure of the merger, with payment scheduled for May 27, 2025. Additionally, the document notes the intention to delist the common stock from the NYSE and the suspension of reporting obligations under the Securities Exchange Act of 1934 upon filing Form 15. The Reporting Person no longer beneficially owns any shares of Nordstrom common stock as of the effective time of the merger.