Nordstrom Inc.’s founding family has submitted a $3.76 billion proposal to take the department store chain private.

Led by Erik Nordstrom, Nordstom’s CEO, and Peter Nordstrom, the company’s president, the family has partnered with Mexico-based retailer El Puerto de Liverpool, offering $23 per share in cash for the remaining shares the parties do not already own. This is the family’s second attempt in six years to gain full control of the retailer.

A special committee of Nordstrom’s board, formed earlier this year after the family first expressed interest in a potential takeover, is now reviewing the proposal.

Nordstrom ranks No. 21 on Digital Commerce 360’s Top 1000 list of the largest online retailers in North America, where it falls under the Apparel & Accessories category. Digital Commerce 360 projects that Nordstom’s online sales will reach $4.61 billion in 2024.

Nordstrom web sales by year

Nordstrom’s proposal under review

Reuters first reported in March that the founding family was exploring plans to take the 123-year-old company private.

On Sept. 4, the special committee — made up of independent and disinterested directors of Nordstrom’s board — confirmed it had received a proposal. The committee’s next step is to consult with outside financial and legal advisers to evaluate whether the offer is “in the best interests of Nordstrom and all shareholders.”

Members of the Nordstrom family collectively own 33.4% of the company, while Mexico-based El Puerto de Liverpool, which operates more than 300 stores and an ecommerce platform, holds a 9.6% stake it acquired in 2022 for approximately $300 million.

El Puerto de Liverpool ranks No. 30 in the Top 1000. Digital Commerce 360 projects that its online sales will reach $3.89 billion in 2024.

El Puerto de Liverpool web sales by year

If approved, the deal would increase the Nordstrom family’s ownership to 50.1%, with Liverpool holding the remaining shares. The transaction would be financed through a mix of rollover equity and cash commitments by the Nordstrom family and Liverpool, along with $250 million in new bank financing, according to a company news release. Existing debt would remain in place.

A second bid, following a failed 2017 offer

The $23-per-share bid represents only a nominal premium over Nordstrom’s $22 closing stock price on Monday. However, it falls significantly short of the $50-per-share offer made by the family in 2017. That offer valued the company at $8.4 billion. In 2018, the special committee rejected that offer as insufficient, and talks ultimately broke down when both sides failed to reach an agreement on price.

While Nordstrom’s takeover effort is family-driven, Macy’s Inc. recently ended similar talks with investor group Arkhouse Management and Brigade Capital Management after seven months of negotiations, citing the lack of a “compelling” offer with secured financing. Macy’s ranks No. 16 in the Top 1000.

Neil Saunders, managing director at GlobalData, explained that Macy’s prospective buyers were seeking short-term profits by monetizing assets, which may have weakened the company. In contrast, the Nordstrom family aims to take the company private to focus on a long-term strategy, free from the pressures of public markets.

“This makes some sense and, despite recent issues at Nordstrom, will probably strengthen the retailer,” Saunders wrote in a LinkedIn post earlier this year.

Sales stabilizing

Nordstrom, like many other department stores, has faced declining traffic in recent years. However, Saunders noted in a separate post that the company’s sales have stabilized. For example, Nordstrom’s Q2 2024 sales were down just 0.6% compared to Q2 2019, while Macy’s and Kohl’s reported larger declines of 11% and 15.4%, respectively.

In Q2 2024, Nordstrom reported a 3.4% increase in net sales, reaching $3.8 billion. Nordstrom digital sales accounted for 37% of total revenue, up from 36% the previous year. CEO Erik Nordstrom highlighted that digital sales saw continued momentum, with a 6% rise in net sales.

The company’s Nordstrom Rack stores have also become a key strength, with sales jumping 8.8% in the most recent quarter, and comparable sales rising 4.1%.

Do you rank in our databases? 

Submit your data and we’ll see where you fit in our next ranking update.

Sign up

Stay on top of the latest developments in the ecommerce industry. Sign up for a complimentary subscription to Digital Commerce 360 Retail News. Follow us on LinkedIn, Twitter and Facebook. Be the first to know when Digital Commerce 360 publishes news content.