M&A - NORDSTROM ERIK B

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051048

Filing Summary: This Amendment No. 1 to the Schedule 13D is filed by Erik B. Nordstrom and other reporting persons, regarding their ownership interests in Nordstrom, Inc. Following a special meeting on May 16, 2025, shareholders approved a merger agreement that culminated on May 20, 2025, where Nordstrom, Inc. merged with Navy Acquisition Co. Inc., a wholly-owned subsidiary of Nordstrom Holdings, Inc. The company now operates as a wholly-owned subsidiary of Parent. Each common stock share was converted to a cash payout of $24.25. Additionally, a cash dividend of $0.25 and a stub period cash dividend of $0.1462 were declared for shareholders of record. The common stock will be delisted from the NYSE, leading to the cessation of reporting obligations under the Securities Exchange Act. The reporting persons confirmed that as of the effective time, they do not hold any shares of common stock or exercise any voting power. Furthermore, the reporting persons entered into an amendment to the Family Group Rollover and Support Agreement to increase contributed rollover shares prior to the merger's effective time. Key financing details including a $1.2 billion credit facility were established to support the merger, alongside debt discharge from previous agreements. ','FilingDate':'2025-05-20','ExtractedFields':[{

Form Type: SCHEDULE 13D

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000110465924131447

Filing Summary: This Schedule 13D relates to the Common Stock of Nordstrom, Inc., filed by Erik B. Nordstrom, Peter E. Nordstrom, and other family members and entities. The group owns approximately 33.7% of the outstanding shares of Common Stock, totalling 55,521,989 shares. On December 22, 2024, the group entered a Merger Agreement with Navy Acquisition Co. Inc. and El Puerto de Liverpool, S.A.B. de C.V. to acquire all outstanding shares of the Company for $24.25 per share in cash. The merger will result in the Company becoming a wholly-owned subsidiary of a newly formed entity, Norse Holdings, Inc. The agreement also allows for a special cash dividend of $0.25 per share, contingent upon closing. The merger will lead to the delisting of shares from The New York Stock Exchange and the cancellation of Common Stock ownership rights for shares not owned by the entities involved in the merger. The transaction is subject to certain conditions, including shareholder approvals and regulatory reviews.