M&A - NORDSTROM INC

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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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