Nordstrom, Inc. Isn't Going Private, After All

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For the past nine months, Nordstrom's (NYSE: JWN) founding family has engaged in an on-again, off-again attempt to take the storied retailer private. The family believes it would be easier to make the long-term investments needed to stay relevant in the changing retail landscape outside the spotlight of Wall Street.

However, the Nordstrom family owns less than a third of the company's shares, and it isn't willing or able to pay a reasonable price for the rest. Earlier this week, a special committee made up of Nordstrom's independent directors rejected an offer from the family to pay $50 per share for the remainder of the company.

The exterior of a Nordstrom Rack store, with a Nordstrom full-line store in the background
The exterior of a Nordstrom Rack store, with a Nordstrom full-line store in the background

Nordstrom's independent directors have rejected the founding family's $50-per-share offer. Image source: Nordstrom.

The family hasn't given up on its go-private attempt yet. Nevertheless, given that it started with such a lowball offer, the likelihood of a successful transaction now seems extremely small.

A simple plan goes awry

In many ways, the Nordstrom family's plan to take the company private makes sense. Most of the top leadership positions at Nordstrom are filled by members of the family. In those roles, they have invested heavily in e-commerce, off-price retail, and other new retail concepts in order to keep the company relevant in the face of growing competition.

However, these initiatives have sapped Nordstrom's profitability. Furthermore, sales growth slowed beginning in the summer of 2015, leading many investors to question whether the company's growth initiatives would ultimately pay off.

The net result is that Nordstrom stock, which peaked above $80 per share in early 2015, has traded in a range of $35 to $55 for most of the past two years. This is far less than what it would be worth if the company's growth plan ultimately works. By taking the company private, the Nordstrom family would capture most of the upside if their strategy succeeds, while letting impatient shareholders exit their investments.

JWN Chart
JWN Chart

Nordstrom stock performance: data by YCharts.

Unfortunately, the Nordstrom family couldn't convince Wall Street that its plan was a safe bet. Last fall, according to Bloomberg, lenders demanded interest rates of close to 13% to finance a leveraged buyout -- making it prohibitively expensive.

The offer is rejected

The Nordstrom family and its private equity partner Leonard Green and Partners have offered to pay $50 for the shares they don't already own. The family noted that this price represented a 24% premium over the stock's closing price on the day before the company first announced the potential go-private transaction last June.