Nordstrom Brothers Look to Take Nordstrom Inc. Private

Nordstrom Inc. has confirmed that brothers Erik and Pete Nordstrom are looking to take the retailer private and that a special committee has been formed to evaluate their proposal and any others that could arise.

Erik Nordstrom serves as chief executive officer and Pete Nordstrom is president and chief brand officer.

The news boosted Nordstrom shares 4.4 percent by the close of trading on Thursday, and another 2 percent in after hours, bringing the price to $19.11.

Nordstrom said that its special committee will “carefully evaluate the Nordstroms offer and any other offers from other parties.”

The board indicated that a range of possible avenues for advancing shareholder value would be examined. “Nordstrom Inc. is committed to enhancing shareholder value and regularly evaluates a wide range of strategic, financial and operational alternatives as the company continues to execute its strategic plan,” the board stated.

Nordstrom’s corporate strategy largely revolves around opening new Rack stores, digital growth and increasing comparable-store sales. Rack has 22 new stores planned for this year on top of the 19 opened in 2023.

The board’s special committee retained Morgan Stanley & Co. and Centerview Partners as financial advisers and Sidley Austin LLP and Perkins Coie LLP as legal counsel.

“There can be no assurance that the company will pursue any particular transaction or other strategic outcome, or that a proposed transaction will be approved or consummated,” the retailer said. “The company does not intend to disclose further developments regarding this matter unless and until further disclosure is determined to be appropriate or necessary.”

According to a regulatory filing on Thursday, the Nordstrom brothers’ individual and combined ownership of the company stood at less than 5 percent in February, when they told the board of their desire to make a proposal. They also agreed that any going private transaction would have to be approved by investors holding a majority of the shares not controlled by the family.  

On Wednesday, the filing indicated that, due to the health of their father, Bruce Nordstrom, the Nordstrom brothers acquired shared beneficial ownership of 1,555,200 shares of common stock by accepting trusteeship of the 1976 Bruce A. Nordstrom Trust, and shared beneficial ownership of 6,935,360 shares of common stock by accepting the trusteeship of the Frances W. Nordstrom Trust.

As of Wednesday, the Nordstrom brothers on a combined basis were beneficial owners of an aggregate of 15,538,791 shares of the company’s common stock, representing 9.52 percent of the outstanding shares.

All together the Nordstrom family owns about 30 percent of the company.

Erik and Pete Nordstrom are descendants of John W. Nordstrom, who cofounded the company in 1901. They tried to take the department store private in 2018, offering to pay $50 a share, or $8.4 billion, with the help of Leonard Green & Partners. That proposal was nixed by a special committee of the board.

The Nordstroms would offer up less this time around as the company’s current market capitalization stands at just over $3 billion.

Lifted by improved top-line performance at the Rack, Nordstrom reported fourth-quarter net earnings of $134 million, or 82 cents a diluted share, compared to earnings of $119 million, or 74 cents a share, in the year-ago period. Net sales in the quarter rose 2.2 percent to $4.3 billion last quarter.