Nordstrom Soldiers On as Public Company as Buyout Deal Fizzles

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(Bloomberg) -- Nordstrom Inc. is moving ahead as a publicly traded company, abandoning an attempt by its founding family to take the retailer private and plot a comeback with less scrutiny.

A special committee of the board ended talks with the Nordstrom family when the two sides couldn’t agree on a price. It had rejected a proposal earlier this month that would have valued Nordstrom at about $8.4 billion, or $50 a share.

Investors were disappointed by the move, sending the shares down as much as 4.1 percent to $47.32 on Wednesday, erasing much of its gains in 2018.

With the buyout discussions now over, the company is focusing on gaining market share by refining its product selection, improving service and capitalizing on its brand, the board said on Tuesday.

“Nordstrom is well positioned to capitalize on future opportunities,” the board committee said in a statement.

The group representing the founding family included the retailer’s co-presidents, Blake Nordstrom, Peter Nordstrom and Erik Nordstrom, a trio that operates in place of a traditional chief executive officer. On the other side of the table was Nordstrom’s independent directors, such as JPMorgan Chase & Co. executive Gordon Smith and TaskRabbit Inc. CEO Stacy Brown-Philpot.

The family had been working since June to to take the 117-year-old retailer private. The idea was to remove Nordstrom from the glare of public markets and complete a turnaround of the business, which has been hurt by an industrywide slump.

But members of the group struggled to get a deal done. They suspended the effort in October after failing to get favorable financing terms, then they picked up the campaign again after the holiday season was over.

Fair Price?

The family members, who own about 31 percent of the shares, have argued that the bid was generous when compared to the stock price before they announced the buyout plan in June. At the time, the shares were trading at $40.48, meaning a $50 bid represented a 24 percent premium.

The board committee disagreed. After rejecting the bid earlier this month, it told advisers and management not to provide any more due-diligence information to the family. Centerview Partners LLC is serving as financial adviser to the directors, with Sidley Austin LLP acting as legal counsel.

“The price proposed is inadequate,” the retailer said at the time. “Unless the group can promptly and substantially improve the price it is proposing to pay for the company, the special committee intends to terminate discussions.”

The question now is whether another bid may emerge, said Nordstrom investor Tony Scherrer, the director of research at Smead Capital Management.

“The family hasn’t come back with anything that’s materially attractive enough to shareholders, so they’re shutting it down -- at least for now,” he said. “We don’t know if the fat lady has sung yet.”

©2018 Bloomberg L.P.

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