Nordstrom department stores may go private amid retailing sector struggles

SEATTLE – Amid a tough retail environment, members of the Nordstrom family said Thursday they are considering taking the Seattle-based fashion retailer bearing their name private.

The company's board of directors has formed a special committee of independent members to consider any possible transaction.

The move comes at a time when retailers generally are struggling to cope with consumers' growing penchant for shopping online as well as general shifts in what they're spending their money on. Nordstrom has done better than most retailers in adapting, but sales at its big mainline stores have suffered.

The Nordstrom family members — company Co-Presidents Blake Nordstrom, Peter Nordstrom and Erik Nordstrom; President of Stores James Nordstrom; Chairman Emeritus Bruce Nordstrom; and Anne Gittinger, granddaughter of Nordstrom co-founder John W. Nordstrom — have not made any proposal yet, the company said.

The group owns 51.8 million shares, representing about 31.2 percent of the company's outstanding stock, it said in a regulatory filing Thursday.

The company, founded as a shoe store in 1901, went public in 1978.

The company's current market capitalization — the value of all shares — is about $6.8 billion.

Stockholders received a nice short-term bump as Nordstrom shares climbed after the announcement. The stock jumped 10.3 percent Thursday to close at $44.63.

In the long term, though, it's unknown how much shareholders would benefit from the company going private, since that depends on the price at which the Nordstrom family and its financiers would offer to take the company private. There may also be possible offers by third parties to take the company private at an even higher price.

Nordstrom declined to make executives available for comment Thursday.

In a filing with the Securities and Exchange Commission, the company cited the changing retail environment as a trigger for the move.

"Because of the changing dynamics in the retail environment, the Group is evaluating whether the long-term interests of the Issuer are better served as a privately held company," the company said in the SEC filing.

The move "probably means the business needs some restructuring and it would probably be best to do that outside the public eye," said Neil Stern, retail analyst with McMillanDoolittle. "It's hard for a retailer to turn around when everyone's hanging on their quarterly earnings statements. Going private buys you some leeway."

The Nordstrom family also indicated in the SEC filing that it had "no interest in a sale of their shares" to a third party or voting for an alternative transaction.

"This is not the family cashing out," Stern said.

"Sometimes you see families going private and selling to third-party investors and taking the money out," Stern said. But this move by the Nordstrom family "looks like the family wants to keep control of its legacy, of its business. It's a signal they have confidence in the business. But it needs to be managed differently than it's being managed right now as a public company."

Indeed, a number of publicly traded retailers have increasingly been offering promotional or discounted goods to boost short-term sales figures — something that undermines the business in the longer term, said Neil Saunders, managing director of GlobalData Retail.

"Investors are very short term and that's not always helpful to businesses," Saunders said.

Nordstrom shares recently took a beating as other department stores reported dismal financial results, even though its own sales have not fared nearly as badly.

Still, Nordstrom's full-line brick-and-mortar stores have not been faring so well of late, with seven consecutive quarters of sales declines in stores open at least a year. Customers have not only increasingly been shopping online, they have been more apt to spend their money on experiences rather than clothing.

The timing appears to be good for the family to take the company private, since share prices are relatively low, meaning it would cost less for the group to purchase the outstanding shares, Saunders said.

Going private means the company would no longer have its shares trading on the stock market and would no longer have to disclose financial results and strategies, although it could opt to do so.

A key concern for the health of the company would be how much debt it would need to take on to buy the outstanding shares if it goes private.

"The question is how much that debt will hamper their ability to grow their business and finance their move into e-commerce," Stern said.

For instance, Neiman Marcus, which went private more than a decade ago, is struggling with nearly $5 billion in debt.

Nordstrom operates 354 stores in 40 states, including 122 full-line stores in the U.S., Canada and Puerto Rico; 221 Nordstrom Rack stores; two Jeffrey boutiques; and two clearance stores. It also operates online through Nordstrom.com, Nordstromrack.com and HauteLook.

There are two Nordstrom department stores in the Twin Cities, one at Mall of America and one at Ridgedale Center. There are four Nordstrom Racks, and a fifth is planned for downtown.