NORDSTROM, INC. (NYSE:JWN) Files An 8-K Other Events
Item8.01
| Other Events. |
On June8, 2017, Nordstrom, Inc. (the Company) issued a press
release announcing that members of the Nordstrom family,
including the Companys Co-Presidents, Blake W. Nordstrom, Peter
E. Nordstrom and Erik B. Nordstrom, have formed a group (the
Group) to explore the possibility of pursuing a going private
transaction involving the acquisition by the Group of 50% of the
outstanding shares of common stock of the Company (a Going
Private Transaction). The Group has not made a proposal to the
Company regarding any such Going Private Transaction. A copy of
the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Prior to agreeing to form the Group, Messrs. Blake W. Nordstrom
and Peter E. Nordstrom requested that the independent members of
the Companys Board of Directors (the Board) (or a committee
thereof) consider and approve the formation of the Group for
purposes of a Washington state statute (the Moratorium Statute)
which, subject to certain exceptions, prohibits a significant
business transaction between a Washington publicly traded
corporation and a ten percent (10%)or greater group or a
corporation affiliated with such a Group over a five-year period
from formation of the Group.
On June7, 2017, a special committee of the Board comprised of the
independent members of the Board (the Special Committee) approved
in advance the Reporting Persons formation of the Group for
purposes of the Moratorium Statute (the Moratorium Statute
Waiver). In connection with the approval of the Moratorium
Statute Waiver, the Special Committee required that the members
of the Nordstrom family who are part of the Group enter into a
letter agreement (the Letter Agreement) with the Company
containing certain non-disclosure, non-use and standstill
provisions. The standstill provisions of the Letter Agreement
prevent the members of the Group from taking certain actions from
the date of the Letter Agreement until January31, 2019. The
Letter Agreement provides that, after January31, 2019, the Group
automatically disbands and may no longer rely on the Moratorium
Statute Waiver. The foregoing description of the Letter Agreement
is qualified in its entirety by the Letter Agreement, a copy of
which is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
Any Going Private Transaction, if proposed, would remain subject
to approval by the Special Committee. The Special Committee
retained Centerview Partners LLC to serve as its financial
advisor and Sidley Austin LLP to serve as its legal counsel,
including in connection with the Special Committees consideration
of whether to approve the Moratorium Statute Waiver.
No assurances can be given regarding the terms and details of any
transaction, that any proposal will be made by the Group, that
any proposal made by the Group regarding a proposed transaction
will be accepted by the Special Committee, that definitive
documentation relating to any such transaction will be executed,
or that a transaction will be consummated in accordance with that
documentation, if at all.
| Item9.01 | Financial Statements and Exhibits |
The following Exhibits are filed as part of this Current Report
on Form 8-K.
| Exhibit99.1 | Nordstrom, Inc. Press Release, dated June8, 2017. | |
| Exhibit 99.2 | Letter agreement, dated June 7, 2017. |
About NORDSTROM, INC. (NYSE:JWN)
Nordstrom, Inc. is a fashion specialty retailer in the United States. The company operates through two segments: Retail and Credit. The Retail segment includes approximately 115 Nordstrom branded full-line stores in the United States and Nordstrom.com, approximately 167 off-price Nordstrom Rack stores, two Canada full-line stores, Nordstromrack.com and HauteLook, and other retail channels, including five Trunk Club showrooms and TrunkClub.com, its two Jeffrey boutiques and one clearance store that operates under the name Last Chance. Credit segment includes its wholly owned federal savings bank, Nordstrom fsb, through which it provides a private label credit card, two Nordstrom VISA credit cards and a debit card. The Company operated 290 United States stores located in 38 states, as well as an e-commerce business through Nordstrom.com, Nordstromrack.com and HauteLook and TrunkClub.com, as of March 16, 2015. It also operates two Nordstrom full-line stores in Canada.
