What: Nordstrom's founding family successfully navigated a complex $6.25 billion privatisation deal with El Puerto de Liverpool, overcoming antitrust concerns and real estate challenges.

Why it is important: The deal's structure and execution provide a blueprint for modern retail transformation, demonstrating how traditional retailers can leverage international partnerships and real estate strategies to facilitate major ownership changes.

The Nordstrom family's journey to take their company private culminated in a carefully orchestrated $6.25 billion deal, marking a significant milestone in retail transformation. The process involved complex negotiations with multiple potential partners, including strategic players and financial sponsors, before ultimately partnering with El Puerto de Liverpool. The deal's structure addressed various challenges, from antitrust concerns to real estate considerations, including a potential $2 billion sale-leaseback transaction. The final agreement, priced at $24.25 per share plus a $0.25 dividend, represents a strategic evolution from the family's 2018 attempt at $50 per share. This transformation reflects broader changes in retail, where department stores must navigate between maintaining their heritage while adapting to modern market demands. The involvement of Liverpool, which already held a 9.9% stake, adds international retail expertise to the partnership, positioning Nordstrom for its next phase of growth under private ownership.

IADS Notes: The journey to Nordstrom's privatisation reflects broader shifts in retail strategy throughout 2024 and early 2025. In July 2024, the company began exploring various options, including a significant $2 billion sale-leaseback proposal, which ultimately influenced the final deal structure. By December 2024, the company's strong performance, marked by 4.7% comparable sales growth, helped secure the $6.25 billion privatisation agreement with El Puerto de Liverpool at $24.25 per share. This partnership gained further credibility in March 2025 when Liverpool reported impressive 9.2% revenue growth to €10.06 billion, demonstrating the Mexican retailer's operational strength. The deal's complexity, involving multiple potential partners and careful navigation of antitrust concerns, showcases how modern retail transformations require sophisticated approaches to ownership, real estate, and international partnerships.

How the Nordstroms negotiated their way to a retail buyout