M&A - NORDSTROM INC

Form Type: 8-K

Filing Date: 2025-05-20

Corporate Action: Merger

Type: New

Accession Number: 000110465925050982

Filing Summary: On May 20, 2025, Nordstrom, Inc. completed a merger pursuant to an Agreement and Plan of Merger dated December 22, 2024. Acquisition Sub merged with Nordstrom, Inc., making it a wholly owned subsidiary of Nordstrom Holdings, Inc., which includes members of the Nordstrom family and El Puerto de Liverpool S.A.B. de C.V. Concurrently, the Company entered a Credit Agreement for a $1.2 billion asset-based revolving credit facility and terminated its previous credit agreement. The merger resulted in the cancellation of shares, with each outstanding share of common stock converting to $24.25 in cash, plus additional dividends. The merger also caused a delisting request from the New York Stock Exchange, and a change in control of the company occurred with the new executive leadership structure in place.

Form Type: S-8 POS

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051051

Filing Summary: On May 20, 2025, Nordstrom, Inc. filed a post-effective amendment to deregister unsold securities under its previous Form S-8 registration statements. This amendment is a result of a merger wherein Navy Acquisition Co. Inc., a subsidiary of Nordstrom Holdings, Inc., merged with and into Nordstrom, Inc., making it a wholly owned subsidiary of Nordstrom Holdings, Inc. The filing indicates the termination of all offerings under the affected registration statements, which included multiple plans such as the Nordstrom, Inc. 401(k) Plan and several equity incentive plans totaling millions of shares. The Registrant's securities that remain unsold are officially removed from registration as per the requirements of the Securities Act of 1933.

Form Type: S-8 POS

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051053

Filing Summary: On May 20, 2025, Nordstrom, Inc. filed a Post-Effective Amendment No. 1 to its Form S-8 Registration Statements, which pertains to previous offerings of its common stock under various plans. The amendment is a result of a merger agreement dated December 22, 2024, involving Nordstrom, Inc., Nordstrom Holdings, Inc., and Navy Acquisition Co. Inc. Following the merger, Nordstrom, Inc. became a wholly owned subsidiary of Nordstrom Holdings, Inc. Consequently, the Registrant terminated all offerings under the Registration Statements and removed the registration of unsold securities, which included a total of 11 different registration statements, thereby fulfilling its obligation under the Securities Act of 1933. The document certifies that the Registrant believes it satisfies the requirements for filing under Form S-8 and has been signed by the Chief Legal Officer in Seattle, Washington.

Form Type: S-8 POS

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051055

Filing Summary: On May 20, 2025, Nordstrom, Inc. filed a Post-Effective Amendment No. 1 to terminate all offerings under previous Registration Statements. This amendment follows a merger on the same date, where Nordstrom, Inc. was merged with Navy Acquisition Co. Inc., a subsidiary of Nordstrom Holdings, Inc. Consequently, Nordstrom, Inc. is now a wholly owned subsidiary of Nordstrom Holdings, Inc. The filing includes a deregistration of all unsold securities previously registered under the Securities Act of 1933. The document outlines several Registration Statements that have been affected by this action, totaling millions of shares previously registered across various plans.

Form Type: S-8 POS

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051056

Filing Summary: On May 20, 2025, Nordstrom, Inc. filed a Post-Effective Amendment No. 1 to its various Registration Statements on Form S-8. This filing is primarily to deregister unsold securities and relates to the merger where Nordstrom, Inc. was acquired by Nordstrom Holdings, Inc. (formerly Norse Holdings, Inc.) through its subsidiary Navy Acquisition Co. Inc. As a consequence of the merger, all existing offerings and registration statements are terminated, and the shares of common stock that were registered but remain unsold are withdrawn from registration. The document includes details of various registration statements filed since 2009 related to stock plans.

Form Type: S-8 POS

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051057

Filing Summary: On May 20, 2025, Nordstrom, Inc. filed a Post-Effective Amendment No. 1 to deregister unsold securities previously registered under multiple S-8 registration statements. This filing follows a merger where Nordstrom, Inc. merged with a wholly owned subsidiary of Nordstrom Holdings, Inc., resulting in Nordstrom, Inc. becoming a wholly owned subsidiary of the parent entity. The amendment removes and withdraws all shares of common stock registered but not sold under the previous registration statements due to the termination of offerings as a result of the merger. The document includes deregistration of approximately 3,000,000 shares under the Nordstrom, Inc. 401(k) Plan, 15,000,000 shares under the 2019 Equity Incentive Plan, and other plans covered by previous statements. It certifies compliance with SEC requirements for filing on Form S-8.

Form Type: S-8 POS

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051058

Filing Summary: On May 20, 2025, Nordstrom, Inc. filed a Post-Effective Amendment No. 1 to its several Form S-8 Registration Statements. This amendment terminates all offerings of securities under these Registration Statements following a merger with Navy Acquisition Co. Inc., a wholly-owned subsidiary of Nordstrom Holdings, Inc. As a result of the merger, Nordstrom, Inc. has deregistered all unsold securities previously registered under these statements. The document outlines the registration numbers and respective shares for the various plans affected, including the Nordstrom, Inc. 401(k) Plan and several Equity Incentive Plans.

Form Type: S-8 POS

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051059

Filing Summary: On May 20, 2025, Nordstrom, Inc. filed a Post-Effective Amendment No. 1 to terminate all offerings under several previous registration statements and deregister unsold shares of common stock. This action is a result of the Merger in which Nordstrom, Inc. was merged into Navy Acquisition Co. Inc., a subsidiary of Nordstrom Holdings, Inc. This results in Nordstrom, Inc. becoming a wholly owned subsidiary of Nordstrom Holdings, Inc. following the merger, effectively terminating its existing securities registration under the Securities Act of 1933. The amendment removes all unsold securities from registration and signals the completion of the merger and related deregistration process.

Form Type: S-8 POS

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051060

Filing Summary: On May 20, 2025, Nordstrom, Inc. filed a Post-Effective Amendment No. 1 to its Form S-8 registration statement due to its merger with Nordstrom Holdings, Inc., a Delaware corporation, and Navy Acquisition Co. Inc., a wholly owned subsidiary of Parent. This amendment serves to terminate all offerings under existing registration statements and to withdraw and remove from registration any unsold shares of the registrant's common stock previously registered. The merger resulted in the Registrant becoming a wholly owned subsidiary of Parent, leading to the deregistration of all unsold securities under the registration statements.

Form Type: S-8 POS

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051063

Filing Summary: On May 20, 2025, Nordstrom, Inc. filed a Post-Effective Amendment No. 1 to Registration Statements on Form S-8, which relates to the merger of Nordstrom, Inc. with and into Navy Acquisition Co. Inc., a wholly owned subsidiary of Nordstrom Holdings, Inc. This merger led to Nordstrom, Inc. becoming a wholly owned subsidiary of Nordstrom Holdings, Inc. and resulted in the termination of all offerings under previously filed Registration Statements. The document includes details about multiple registration numbers and the specific plans under which shares had been registered. Following the merger, all unsold securities related to these registration statements were removed from registration under the Securities Act of 1933, in accordance with the Registrant's previous undertakings.

Form Type: S-8 POS

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051065

Filing Summary: On May 20, 2025, Nordstrom, Inc. (the Registrant) filed a post-effective amendment to deregister unsold securities previously registered under several registration statements on Form S-8. This action follows a merger where Nordstrom, Inc. was merged with Navy Acquisition Co. Inc., a wholly owned subsidiary of Nordstrom Holdings, Inc. (formerly Norse Holdings, Inc.), with Nordstrom, Inc. surviving as a subsidiary. The amendment confirms the termination of offerings under the related registration statements due to the completion of the merger, necessitating the withdrawal of any unsold shares and plan interests. The document details the registration numbers and the amounts of common stock registered under various plans to be deregistered.

Form Type: S-8 POS

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051066

Filing Summary: On May 20, 2025, Nordstrom, Inc. announced that it has completed a merger in which Navy Acquisition Co. Inc., a subsidiary of Nordstrom Holdings, Inc., merged with and into Nordstrom, Inc. As a result of the merger, Nordstrom, Inc. became a wholly owned subsidiary of Nordstrom Holdings, Inc. This document serves as a Post-Effective Amendment No. 1 to deregister and remove all offerings under previously filed S-8 Registration Statements. Consequently, the Registrant terminates all offerings under these Registration Statements, reflecting the deregistration of any unsold securities related to the plans associated with the filings.

Form Type: SC 13E3/A

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051013

Filing Summary: This filing is an amendment to the Transaction Statement under Rule 13E-3 that pertains to the merger between Nordstrom, Inc. and Navy Acquisition Co. Inc., a wholly owned subsidiary of Nordstrom Holdings, Inc. The merger was completed on May 20, 2025, with Nordstrom surviving the merger as a wholly owned subsidiary of Nordstrom Holdings. Each outstanding share of Nordstrom Common Stock prior to the merger was converted into cash at a rate of $24.25 per share, while certain shares owned by subsidiaries and members of the Family Group were canceled without any consideration. Additionally, the board of directors declared a special cash dividend of $0.25 per share, alongside a stub period cash dividend of $0.1462 per share, both contingent upon the merger's closing. Nordstrom also notified the New York Stock Exchange of its intention to delist its common stock, effective 10 days after filing of Form 25. The document incorporates information from a concurrent Form 8-K and various exhibits related to the merger process.

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Merger

Type: New

Accession Number: 000121390025045420

Filing Summary: On May 16, 2025, Nordstrom, Inc. held a special meeting of shareholders to vote on the proposed merger with Nordstrom Holdings, Inc. and Navy Acquisition Co. Inc. The merger proposal required approval from two-thirds of the outstanding shares and a majority of the minority approval. The meeting achieved a quorum with approximately 85.47% of the shares represented. The votes for the merger were overwhelmingly in favor, with 142,030,974 votes for, 770,781 against, and 141,240 abstaining. Additionally, a separate compensation proposal for the company’s executive officers related to the merger was also approved with 137,006,915 votes for and 5,509,460 against. The adjournment proposal was deemed moot due to the approval of the merger proposal. The filing was reported on May 19, 2025.

Form Type: 8-K

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000121390025044921

Filing Summary: On May 15, 2025, Nordstrom Inc. announced that its shareholders approved the Merger Agreement with Norse Holdings, Inc., which involves the merger of Acquisition Sub with Nordstrom, Inc., resulting in Nordstrom becoming a wholly owned subsidiary of Parent. The expected date for consummation of the merger is around May 20, 2025, subject to conditions being satisfied. The Board declared a Special Dividend of $0.25 per share and a Stub Period Dividend, both contingent upon the Closing of the merger. The record date for Dividends is fixed on May 19, 2025, with payments expected four business days post-effective time, around May 27, 2025.

Form Type: 8-K

Filing Date: 2025-05-12

Corporate Action: Merger

Type: Update

Accession Number: 000121390025042129

Filing Summary: On May 12, 2025, Nordstrom, Inc. reported updates related to its ongoing merger process with Norse Holdings, Inc., detailing the merger agreement and associated legal actions. The merger, initially disclosed on December 22, 2024, involves Acquisition Sub merging into Nordstrom, resulting in Nordstrom as a wholly-owned subsidiary of Parent. The filing provides information regarding a special meeting scheduled for May 16, 2025, where shareholders will vote on the Merger Proposal. Additionally, it addresses two ongoing legal actions—Gilbert and Trice—both filed by shareholders opposing the merger. The Gilbert action claims the merger contradicts the Washington Moratorium Statute and raises concerns over fiduciary duties of board members. The Trice action similarly seeks to declare the merger invalid due to lack of required shareholder approval and also accuses the Buyer Consortium of breaching fiduciary duties. Both lawsuits are under active consideration as Nordstrom prepares for the shareholder vote.

Form Type: DEFA14A

Filing Date: 2025-05-12

Corporate Action: Merger

Type: Update

Accession Number: 000121390025042133

Filing Summary: On December 22, 2024, Nordstrom, Inc. entered into an Agreement and Plan of Merger with Norse Holdings, Inc. and Navy Acquisition Co. Inc. The merger will result in Acquisition Sub merging with Nordstrom, making Nordstrom a wholly-owned subsidiary of Parent. A special meeting of shareholders is scheduled for May 16, 2025, to vote on the merger. Two class action complaints have been filed regarding the merger: Gilbert v. Nordstrom in the Federal Court and Trice v. Nordstrom in the Superior Court, with claims related to violations of the Washington Moratorium Statute and breach of fiduciary duties. The Federal Court denied the plaintiff's motion for expedited discovery and later denied a preliminary injunction that aimed to delay the shareholder vote. Nordstrom plans to vigorously defend against these lawsuits, which may impact the merger's timeline and shareholder considerations regarding the merger and related legal proceedings.

Form Type: 8-K

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000121390025041591

Filing Summary: On May 9, 2025, Nordstrom, Inc. disclosed that it had fixed May 19, 2025, as the record date for determining holders of its common stock entitled to potential special cash dividends and a stub period cash dividend contingent upon the closing of a merger agreement with Norse Holdings, Inc. Under the merger agreement signed on December 22, 2024, Acquisition Sub will merge with and into Nordstrom, with Nordstrom continuing as the surviving corporation. The special cash dividend is set at $0.25 per share, subject to conditions related to the Company's cash on hand. The stub period cash dividend will be calculated based on the number of days since the last quarterly dividend payment. The declared amounts and payment dates of these dividends are yet to be determined. The merger and dividend payments are contingent upon shareholder approval at a special meeting scheduled for May 16, 2025.

Form Type: 8-K

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000121390025041594

Filing Summary: On May 9, 2025, Nordstrom, Inc. reported on its merger agreement with Norse Holdings, Inc. and Navy Acquisition Co. Inc., scheduled to be finalized at a special shareholder meeting on May 16, 2025. The merger continues to face challenges, including a class action lawsuit filed by a shareholder claiming the merger violates a moratorium statute and demanding two-thirds shareholder approval. Nordstrom plans to defend against this lawsuit vigorously. In light of shareholder correspondence mentioning potential omissions in the proxy statement, Nordstrom intends to provide the necessary supplementary disclosures to mitigate litigation risks while asserting no liability related to the claims made in the shareholder letters. Legal proceedings are ongoing, and additional litigation is anticipated.

Form Type: DEFA14A

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000121390025041603

Filing Summary: On December 22, 2024, Nordstrom, Inc. entered into a Merger Agreement with Norse Holdings, Inc. and Navy Acquisition Co. Inc. Acquisition Sub will merge with Nordstrom, with the latter becoming a wholly-owned subsidiary of Parent. A special meeting for shareholders is scheduled on May 16, 2025. Legal challenges have arisen, including a class action complaint (Gilbert v. Nordstrom, Inc.) filed on March 31, 2025, claiming the Merger violates the Washington Moratorium Statute concerning share approval. The Gilbert Complaint seeks to block the Merger unless certain shareholder approvals are met. Additionally, 15 Shareholder Letters raising concerns over disclosures in the Definitive Proxy Statement have been received, prompting Nordstrom to issue supplementary disclosures. The Gilbert Complaint's outcome remains uncertain, as Nordstrom plans to vigorously defend against it. The opinion sections in the proxy statement detail financial analyses conducted by Morgan Stanley and Centerview Partners, highlighting estimated values per share for Nordstrom Common Stock and comparisons to the Merger Consideration of $24.25 per share to be paid under the Merger Agreement, amid ongoing legal proceedings and shareholder solicitations.

Form Type: 8-K

Filing Date: 2025-04-22

Corporate Action: Merger

Type: Update

Accession Number: 000121390025033882

Filing Summary: Nordstrom, Inc. has entered into an Agreement and Plan of Merger with Norse Holdings, Inc. and Navy Acquisition Co. Inc. under which Navy Acquisition Co. will merge with Nordstrom, with Nordstrom continuing as the surviving corporation. A notice was issued regarding a potential blackout period for the Nordstrom 401(k) Plan in preparation for the merger. This blackout period is expected to restrict transactions involving common stock by participants in the Plan and will be effective from May 15, 2025, until the completion of the merger, which is subject to certain conditions. A notice was sent to directors and executive officers regarding trading prohibitions during the blackout period.

Form Type: DEFM14A

Filing Date: 2025-04-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025030441

Filing Summary: Nordstrom, Inc. has filed a definitive proxy statement in connection with a special meeting of shareholders scheduled for May 16, 2025, to consider and vote on a proposal regarding a merger with Norse Holdings, Inc. and Navy Acquisition Co. Inc. The merger will result in Nordstrom becoming a wholly owned subsidiary of Norse Holdings, which is affiliated with the Nordstrom family and El Puerto de Liverpool. The merger agreement, dated December 22, 2024, stipulates a cash conversion of shares at $24.25, which is a 42% premium over the stock's price prior to speculation about a deal. The board recommends approval of the merger, the compensation for executives in relation to the merger, and the possibility of adjourning the meeting if necessary. Dissenters’ rights are also addressed, allowing shareholders who do not vote for the merger to seek an appraisal of their shares. The special meeting will be conducted via a live webcast, emphasizing shareholder accessibility and engagement. Approval requires a two-thirds majority of the outstanding shares entitled to vote, excluding votes from the Parent Parties or certain Nordstrom officers.

Form Type: SC 13E3/A

Filing Date: 2025-04-10

Corporate Action: Merger

Type: Update

Accession Number: 000121390025030449

Filing Summary: This document is an amendment to the Schedule 13E-3 filing related to the merger of Nordstrom, Inc. with Navy Acquisition Co. Inc., a wholly owned subsidiary of Norse Holdings, Inc. Under the terms of the merger agreement dated December 22, 2024, Nordstrom will merge with Navy Acquisition Co. with Nordstrom surviving as a wholly owned subsidiary of Norse Holdings. Each outstanding share of Nordstrom common stock will be converted into cash at a rate of $24.25 per share, subject to any tax withholding. In addition, a special dividend of up to $0.25 per share may be authorized prior to the merger's closing. Following the merger, Nordstrom common stock will cease to be publicly traded. The Special Committee of Nordstrom, composed of independent board members, has evaluated the merger and recommended its approval, finding it in the best interest of shareholders. The document also indicates the filing of a definitive proxy statement to solicit votes on the merger from Nordstrom's shareholders, highlighting the significance of obtaining requisite shareholder approvals before proceeding with the transaction.

Form Type: PRER14A

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000121390025029065

Filing Summary: Nordstrom, Inc. is holding a special meeting of shareholders to consider a proposal for a merger with Norse Holdings, Inc. and Navy Acquisition Co. Inc., whereby Nordstrom will become a wholly owned subsidiary of Norse Holdings. The merger agreement stipulates that each share of Nordstrom’s common stock will be converted into cash worth $24.25, representing a 42% premium over the stock price prior to speculation about the transaction. The board has formed a Special Committee to evaluate the terms of the merger, recommending shareholders approve the agreement. There is also a proposed non-binding advisory vote on executive compensation related to the merger and an adjournment proposal to solicit additional votes if needed. A dividend of up to $0.25 per share may be declared before the merger closes. If the merger is finalized, Nordstrom will be delisted from the NYSE and operate as a private entity. Shareholders are reminded of their right to seek appraisal for their shares if they vote against the merger. Voting instructions are critical for participation during the meeting, set to be held virtually.

Form Type: PREM14A

Filing Date: 2025-03-04

Corporate Action: Merger

Type: New

Accession Number: 000121390025019772

Filing Summary: Nordstrom, Inc. has filed a preliminary proxy statement regarding a special meeting of shareholders to approve a merger agreement dated December 22, 2024, involving Norse Holdings, Inc. and Navy Acquisition Co. Inc. According to the merger agreement, Navy Acquisition Co. Inc. will merge with Nordstrom, making Nordstrom a wholly owned subsidiary of Norse Holdings. Shareholders will receive $24.25 in cash for each share of Nordstrom's common stock, which is a 42% premium over stock's price prior to merger speculation. The meeting will vote on the merger approval, executive compensation in relation to the merger, and possible adjournment to gather more votes if needed. Approval requires affirmative votes from two-thirds of the shares entitled to vote, excluding shares held by the Parent Parties. The merger, if completed, will result in Nordstrom's delisting from the NYSE and will change the company's operational status to privately held.

Form Type: 8-K

Filing Date: 2025-01-24

Corporate Action: Merger

Type: Update

Accession Number: 000121390025006574

Filing Summary: On January 17 and 23, 2025, Nordstrom, Inc. entered into retention bonus agreements with executives as part of a Retention Program related to its merger with Norse Holdings, Inc. The merger will result in Nordstrom becoming a wholly-owned subsidiary of Norse Holdings. Key executives have been granted significant retention bonuses intended to ensure their ongoing involvement through critical periods surrounding the merger. The stipulations for these bonuses include a payment schedule contingent upon the closing date of the merger, which emphasizes the requirement of continuous employment and satisfactory performance by the executives. The report includes details about the merger agreements and outlines steps for shareholder engagement and regulatory compliance surrounding the proposed merger, along with forward-looking statements regarding completion risks and conditions for the transaction.

Form Type: DEFA14A

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000121390025006578

Filing Summary: On December 22, 2024, Nordstrom, Inc. entered into a Merger Agreement with Norse Holdings, Inc. and Navy Acquisition Co. Inc., to merge with an Acquisition Sub that will make Nordstrom a wholly-owned subsidiary of Parent. For retention, executives Kenneth J. Worzel, Catherine R. Smith, and Jason Morris have received bonuses totaling $5.2 million, contingent on the completion of the merger, with payments structured over two years. This document serves as a solicitation material for upcoming shareholder approvals regarding the merger and does not constitute a securities offer. Forward-looking statements indicate risks about timely merger completion and shareholder approval. Relevant parties involved in the solicitation of proxies include the company's directors and select officers, with additional information to be disclosed in the forthcoming proxy statements.

Form Type: DEFA14A

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025002736

Filing Summary: Nordstrom, Inc. announced a proposed transaction in which the company will become a wholly-owned subsidiary of Norse Holdings, Inc., with the involvement of Navy Acquisition Co. Inc. as an acquisition subsidiary. The Nordstrom family and El Puerto de Liverpool have reached an agreement with the board to take the company private. The announcement was made through a video message to employees, emphasizing that although the company will become private, the operational aspects will remain unchanged. The company aims to focus on providing excellent service and maintaining high-quality merchandise. A definitive proxy statement related to this transaction will be filed to seek shareholder approval, alongside other relevant documents to be filed with the SEC.

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000121390024111520

Filing Summary: On December 22, 2024, Nordstrom, Inc. entered into a Merger Agreement with Norse Holdings, Inc. and Navy Acquisition Co. Inc. The agreement stipulates that Navy Acquisition will merge with Nordstrom, making it a wholly-owned subsidiary of Norse Holdings. The Company’s board approved the agreement, deeming it fair and in the best interest of shareholders. Each share of Nordstrom common stock will be converted into cash at $24.25. A special dividend of $0.25 per share may be declared contingent on certain conditions being met. Various equity awards will also be cancelled or converted into cash payments based on the merger terms. The closing of the merger is subject to obtaining Requisite Shareholder Approvals and satisfying other conditions. If successful, Nordstrom's stock will be delisted from the New York Stock Exchange.

Form Type: DEFA14A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000121390024111521

Filing Summary: On December 22, 2024, Nordstrom, Inc. entered into a Merger Agreement with Norse Holdings, Inc. and its wholly owned subsidiary, Navy Acquisition Co. Inc. According to the agreement, Navy Acquisition Co. will merge with Nordstrom, resulting in Nordstrom becoming a wholly-owned subsidiary of Norse Holdings. The company's board of directors has unanimously approved the Merger Agreement, deeming the transaction to be fair and in the best interest of shareholders, pending requisite approvals. Shareholders will receive $24.25 per share in cash as Merger Consideration. A special cash dividend of up to $0.25 per share may also be declared, contingent upon cash on hand prior to the Merger's Effective Time. The Merger allows for specific treatments of equity awards, including options and restricted stock units, which will also be converted into cash payments. The closing of the Merger is subject to various conditions including shareholder approvals and regulatory requirements, with the intention that Nordstrom's common stock will be delisted from the New York Stock Exchange post-Merger. Furthermore, the company is under customary no-shop restrictions and must adhere to negotiation protocols if a competing proposal arises.

Form Type: DEFA14A

Filing Date: 2024-12-23

Corporate Action: Acquisition

Type: New

Accession Number: 000121390024111525

Filing Summary: The Nordstrom Board of Directors approved a transaction whereby members of the Nordstrom family, in partnership with El Puerto de Liverpool, will acquire Nordstrom and transition the company to a private entity. After the transaction, which is expected to close in the first half of 2025 pending regulatory and shareholder approvals, the Nordstrom family will hold a majority ownership stake. The management team will continue handling operations, with strategic direction set by the Nordstrom family and Liverpool. The deal aims to enhance flexibility in resource investment and strategy, preserving the company's values and customer commitment. Nordstrom's common stock will cease trading on the New York Stock Exchange post-acquisition. Shareholders will receive $24.25 in cash for each share at closing, and the company may declare a special dividend before the transaction finalizes. The current compensation and benefits for employees will remain unchanged until the transaction is complete.

Form Type: DEFA14A

Filing Date: 2024-12-23

Corporate Action: Acquisition

Type: New

Accession Number: 000121390024111938

Filing Summary: Nordstrom, Inc. announced that its Board of Directors has approved an agreement for the company to be acquired by a group that includes family members and El Puerto de Liverpool, a retail company that has been an investor in Nordstrom since 2022. This acquisition will result in Nordstrom becoming a privately-held company, with the family holding a majority stake. The transaction is expected to close in the first half of 2025, subject to conditions. Nordstrom assures customers that while ownership is changing, the focus on customer service will remain unchanged. Additional filings and communications will be made with the SEC, including a definitive proxy statement and a transaction statement.