Nordstrom · Decision Forks

Nordstrom's Family Offered $50 and Got Told No. Seven Years Later They Won at $24.25.

In 2018 a board called the Nordstrom family's $50-a-share bid 'inadequate' and demanded more. In 2025 the same board unanimously blessed a deal at less than half that price. Persistence didn't beat the market - public indifference did.

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In March 2018, the Nordstrom family walked into the boardroom of the company that carries their name and offered to buy it for $50 a share. The independent directors looked at the number, called it 'inadequate,' and told the family to come back with more.1 The family declined to raise the bid. Within two weeks the talks were dead.3 Seven years later, the same company changed hands - to the same family - and the price the board waved through was $24.25.6 Less than half the figure they once called too low. And this time the vote was unanimous.

The tidy version of this story is that the family 'failed' in 2018 and 'succeeded' in 2025. That gets the direction right and the lesson exactly backwards. The family didn't win by paying more. They won by waiting until the market stopped caring what Nordstrom was worth - and a board that had once held out for $50 was grateful, by the end, to get half of it.

What the 2018 'rejection' actually was

Read the SEC filing rather than the headlines and the sequence flips. The family went first: it notified the special committee of its intent and put $50 on the table as an indicative, non-binding price - not a financed, formal bid. The committee rejected it and demanded the family 'promptly and substantially' raise the offer.1 The family had explicitly said it would have preferred to lock down financing before responding at all; the $50 was a starting marker, with Leonard Green & Partners pencilled in for $1.5 to $2 billion of equity and the price pitched as a 24% premium over the undisturbed June 2017 share price of $40.48.2 When the committee pushed for more and the family wouldn't move, the process simply ran out of road. By March 20, 2018, the committee ended all talks.3

So 2018 was not a board slamming a door on greedy insiders. It was a board doing its job - protecting minority holders by demanding a fuller, financed offer - and a family deciding the price wasn't worth chasing yet. Both sides were, in their own terms, right. The disagreement was never about whether the family should own Nordstrom. It was about what a public company is worth when the public still wants to own it too.

The Special Committee announces the receipt and rejection of an indicative proposal to acquire the company.1
Special Committee of the Nordstrom BoardForm 8-K, March 5, 2018 - the $50 offer the committee called 'inadequate'

Patience isn't a virtue here. It's the strategy.

Here is the thesis a smart friend can repeat at dinner: a founding family with permanent ambition doesn't need to outbid the market. It needs to outlast the market's interest in the asset. Public shareholders are renters - they hold for a quarter, a year, a cycle. A family that built the thing in 1901 holds forever.9 That asymmetry is the whole game. Every year the stock drifts and Wall Street loses patience, the price of buying back control falls, and the people most willing to keep paying that price are the only ones who were never going to sell.

The second go-private process makes the mechanism visible. The committee that formed in February 2024 didn't just take a family lowball; it shopped the company. With Morgan Stanley and Centerview, management had spent 2023 weighing value-creation options, and the committee reached out to nineteen strategic and financial parties. Exactly one indicated acquisition interest - and then withdrew.7 That is the number that matters. After the contacting, the pitching, the data rooms, the market's verdict on owning Nordstrom in 2024 was: nobody. The board wasn't choosing the family over a field of suitors. There was no field.

19 → 1 → 0
parties contacted in the sale process, parties that indicated interest, and parties still interested after that one withdrew. The market had stopped competing for Nordstrom7

From 'inadequate' to unanimous

Even with no rival bidder, the family didn't simply name a price and take the keys. The first formal written proposal, on September 3, 2024, came in at $23.00 a share - this time financed not by a private-equity sponsor but by Mexican retailer El Puerto de Liverpool, with the family holding 50.1% and Liverpool 49.9%.45 The committee negotiated. Between September and November, the bid moved up to $24.25 plus a special dividend.7 In December the board approved it unanimously, with Erik and Pete Nordstrom recusing themselves, in a deal worth roughly $6.25 billion on an enterprise basis.6 It closed on May 20, 2025; the stock came off the NYSE; shareholders pocketed $24.25 and a $0.25 dividend.8

2018 attempt2024-2025 deal
Price offered$50.00/share (indicative)$23.00 → $24.25/share + $0.25 dividend
Capital partnerLeonard Green & Partners (PE)El Puerto de Liverpool (strategic)
Board verdict'Inadequate' - demanded moreUnanimously approved
Outside bidders competingProcess never got that far19 contacted, 0 still interested
OutcomeTalks collapsed in two weeksClosed May 20, 2025
Same family, same company, two very different deals
Mar 5, 2018
$50 called 'inadequate'1
The special committee rejects the family's indicative, non-binding proposal and demands a higher, financed bid.
Mar 20, 2018
Talks collapse3
The family declines to raise; the committee ends all discussions.
Feb 11, 2024
A new committee forms7
Following renewed interest from Erik and Pete Nordstrom, a special committee is constituted.
Sep 3, 2024
$23.00 on paper4
The family and Liverpool submit a formal written proposal - half the 2018 marker.
Dec 23, 2024
Unanimous yes at $24.256
A definitive agreement worth roughly $6.25 billion is approved by the board.
May 20, 2025
Off the exchange8
The deal closes; Nordstrom stops trading; the family holds 50.1%.

Didn't the family just get lucky on a falling stock?

The honest objection is that this is less strategy than circumstance. The retail environment soured, Nordstrom's share price drifted, and the family happened to be standing there with cash when the market gave up. There's truth in it - if the stock had soared after 2018, no $24.25 deal exists, and the family would have spent years owning a minority of a thriving public company. Patience only pays when the asset gets cheaper, and you don't fully control that. But notice what the family did control: it kept its powder dry rather than chasing $50 with borrowed money in 2018, it swapped a private-equity sponsor for a strategic partner who wanted to be in retail for the long haul, and it kept enough ownership and standing that it remained the natural buyer whenever the window opened. Luck supplied the falling price. The family supplied being the only party still willing to pay anything at all - and that is not luck. That's the durable advantage of caring about the asset across decades instead of quarters.

Outlast, don't outbid

When a controlling founder or family wants the whole company back, the patient move is rarely to pay up - it's to wait for the public market to lose interest in the same asset they will hold forever. Every year the stock languishes and outside buyers stay home, the price of control falls toward the only bidder who was never going to walk. The danger is mistaking this for a free option: it only works if the business doesn't quietly rot while you wait, and if you keep the standing - the ownership, the board credibility, the financing partner - to act the instant the window opens. The asymmetry between renters and owners is real, but it pays out only to the owner who is still genuinely the best home for the asset.

John W. Nordstrom co-founded a Seattle shoe store with Carl Wallin in 1901, on roughly $13,000 he'd earned in the Alaska gold rush - not the famous five dollars he carried off the boat in 1887.9 More than a century later his descendants bought the whole thing back, and the most telling number isn't the $6.25 billion price or the 50.1% stake. It's the gap between $50 and $24.25. A board that once held out for the higher figure ended up grateful for less than half of it - because the people across the table were the only ones left who still wanted what they were selling. The market measured Nordstrom by the quarter. The family measured it by the century. Over seven years, the century won.

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Sources

Where this comes from — the filings, records, and reporting behind it.

  1. 1
    Primary · SEC filingDocumented
    On March 5, 2018, the special committee of Nordstrom's board announced receipt and rejection of the family's indicative $50.00/share proposal to acquire all outstanding shares not already owned by the group (comprising Blake W. Nordstrom, Peter E. Nordstrom, Erik B. Nordstrom, James F. Nordstrom, Bruce A. Nordstrom, and Anne E. Gittinger).
  2. 2
    Primary · SEC filingDocumented
    The family's SC 13D/A filing confirmed the $50/share price represented a 24% premium over the June 7, 2017 undisturbed price of $40.48, was explicitly described as non-binding and subject to finalizing financing, and that Leonard Green & Partners was contributing $1.5–$2 billion in equity.
  3. 3
    SecondaryWidely reported
    By March 20, 2018, Nordstrom's independent special committee ended all talks with the family group after the family declined to raise its bid, with neither party able to reach agreement on an acceptable price.
  4. 4
    Primary · SEC filingDocumented
    On September 3, 2024, Erik and Peter Nordstrom (together with other family members, family-affiliated trusts, the estate of Bruce Nordstrom, and El Puerto de Liverpool) submitted a written proposal to acquire Nordstrom at $23.00 per share in cash, with pro forma ownership of ~50.1% by the Family and ~49.9% by Liverpool.
  5. 5
    Primary · SEC filingDocumented
    On September 4, 2024, the Special Committee of Nordstrom's board confirmed receipt of the $23.00/share proposal from Erik and Pete Nordstrom, other family members, and Liverpool; the proposal contemplated $250 million in new bank financing with existing debt remaining outstanding.
  6. 6
    Primary · SEC filingDocumented
    On December 23, 2024, Nordstrom announced a definitive agreement under which the Nordstrom Family and Liverpool would acquire all outstanding shares at $24.25/share in an all-cash transaction valued at approximately $6.25 billion on an enterprise basis, with the Nordstrom Family holding 50.1% and Liverpool 49.9%; the board unanimously approved, with Erik and Pete Nordstrom recusing themselves.
  7. 7
    Primary · SEC filingDocumented
    The SC 13E-3 filings confirm the Special Committee was formed February 11, 2024; that management had worked with Morgan Stanley and Centerview Partners throughout 2023 to evaluate value-creation options; that 19 strategic and financial parties were contacted but only one formally indicated acquisition interest before withdrawing; and that the bid group raised its offer from $23.00 to $24.25 plus a special dividend between September and November 2024.
  8. 8
    SecondaryDocumented
    The transaction closed on May 20, 2025; Nordstrom ceased trading on the NYSE; the Nordstrom family now holds a 50.1% interest and Liverpool 49.9%; shareholders received $24.25/share plus a $0.25 special dividend.
  9. 9
    Primary · Company recordDocumented
    Nordstrom was co-founded in 1901 by John W. Nordstrom and Carl F. Wallin as 'Wallin & Nordstrom,' a shoe store in Seattle; Nordstrom's startup capital came from approximately $13,000 earned in the Alaska gold rush, not the $5 he arrived in America with in 1887; the company's own investor-relations page confirms the $5 arrival framing but identifies the 1901 founding.