Simpson Thacher and other firms advise on Nordstrom’s take-private deal by Nordstrom family and Liverpool
Simpson Thacher has advised El Puerto de Liverpool in the completion of the acquisition, alongside members of the Nordstrom family_ of all outstanding shares of Nordstrom, Inc. Following the transaction, the Nordstrom family holds 50.1% of the company’s capital stock, while Liverpool owns the remaining 49.9%.
As a result, Nordstrom’s shares will no longer be traded on the New York Stock Exchange, as this move transitions Nordstrom from a publicly traded company to a privately held entity.
The aggregate purchase price for the equity of Nordstrom (excluding rollover shares held by the Nordstrom family and Liverpool and certain dividend payments) was approximately $2.4 billion. The funds used to consummate the merger and related transactions consisted of $863 million in the form of cash contribution by Liverpool to the acquisition vehicle, $367 million of proceeds from a shareholder loan extended by Liverpool to the acquisition vehicle, $450 million of proceeds received in connection with an ABL facility and $1.01 billion of Nordstrom cash on hand.
In addition, Simpson Thacher advised Liverpool in connection with loan commitment papers and the previously completed $1 billion senior notes offering by Liverpool pursuant to Rule 144A and Regulation S to finance a portion of its cash contribution, the $367 million shareholder loan granted by Liverpool to the acquisition vehicle, the shareholders’ agreement with the Nordstrom family and employment arrangements for certain Nordstrom family senior executives, as well as shareholder litigation and certain other matters.
The advisory and legal team included multiple firms. Morgan Stanley & Co. and Centerview Partners acted as financial advisors to the special committee of the Nordstrom board of directors; Sidley Austin and Perkins Coie acted as legal counsel to the special committee.
Moelis & Company acted as financial advisor; Wilmer Cutler Pickering Hale and Dorr as well as Lane Powell PC and Davis Wright Tremaine acted as legal counsel to the Nordstrom Family.
J.P. Morgan Securities acted as financial advisor and Simpson Thacher & Bartlett as well as Galicia Abogados acted as legal counsel to Liverpool.
The Simpson Thacher team includes Juan Francisco Mendez (pictured left), Enrique Güijosa (pictured center), Jomar Vargas (pictured right) and international associate Begona Rodriguez (Latin America – M&A, Capital Markets, Credit).
Nordstrom, Inc. is a leading fashion retailer known for its customer-centric approach. With more than 350 locations across Nordstrom, Nordstrom Rack, and Nordstrom Local, the company combines its retail presence with robust digital platforms, including the Nordstrom and Rack apps and websites.
El Puerto de Liverpool is a leading Mexican omnichannel_ a business strategy that integrates both physical and digital customer experience_ retailer with 310 Liverpool and Suburbia stores, 119 boutiques, and 29 shopping centers nationwide. It also ranks among Mexico’s top credit card issuers, with over 7.6 million cardholders driving 47% of its sales. For 176 years, the company has offered a wide range of quality products and services, from fashion and home goods to technology and dining.
