Nordstrom, Inc. Plans to Open Nordstrom Rack at Livingston Center in Livingston, New Jersey
Dec 10 13
Nordstrom Inc. announced that it plans to open a Nordstrom Rack at Livingston Center in Livingston, N.J. The approximately 32,155 square foot store is scheduled to open in fall 2014. The developer for the project is G&S Investors. The Livingston Center Rack will be the third Rack to open in the state. The company operates five full line stores in New Jersey, the closest being approximately three miles from the new Rack location at The Mall at Short Hills. The new store is located on Route 10 and joins 120,000 square foot of retail space with an additional 17,500 planned for future development at Livingston Center.
Nordstrom Commences Private Exchange Offer of Outstanding 7.00% Senior Notes Due 2038
Dec 9 13
Nordstrom Inc. announced that it has commenced an offer to eligible holders to exchange its outstanding 7.00% Senior Notes due 2038 held by them for up to a maximum of $300,000,000 aggregate principal amount of its newly-issued 5.00% Senior Notes due 2044, the complete terms and conditions of which are set forth in a confidential offering memorandum dated December 3, 2013 and the related letter of transmittal. According to a release, as of December 3, 2013 there are $350,000,000 aggregate principal amount of old notes outstanding. The company reported that the following is a brief summary of certain key elements of the exchange offer: The exchange offer will expire at midnight, New York City time, on December 31, 2013 unless extended. Eligible holders who validly tender and who do not validly withdraw old notes at or prior to 5 p.m., New York City time, on December 16, 2013 unless extended and whose tenders are accepted for exchange by Nordstrom Inc., will receive the total exchange price for each $1,000 principal amount of old notes, which will be payable in the form of new notes. The total exchange price for the old notes will be based on a pricing formula using the bid-side yield on the 3.625% U.S. Treasury Security due August 15, 2043 plus a fixed spread of 98 basis points and will be calculated at 2 p.m., New York City time, on December 16, 2013. The total exchange price will be inclusive of an early participation payment of $30.00 per $1,000 principal amount of old notes tendered and accepted for exchange by Nordstrom Inc. For each $1,000 principal amount of old notes tendered and accepted for exchange by Nordstrom Inc., the total exchange price will be payable in the form of a principal amount of new notes having an equal value, determined as set forth below. The principal amount of new notes to be issued will equal the exchange ratio multiplied by $1,000. The exchange ratio will be the ratio determined by dividing the total exchange price by the new notes value, which will be based on a pricing formula using the bid-side yield on the 3.625% U.S. Treasury Security due August 15, 2043 plus a fixed spread of 120 basis points and will be calculated at the pricing time. Eligible holders who validly tender old notes after the early participation date but at or prior to the expiration date, and whose tenders are accepted for exchange by Nordstrom Inc., will receive the total exchange price minus the early participation payment, determined as set forth in the offering memorandum. Tenders of old notes in the exchange offer may be validly withdrawn at any time at or prior to the early participation date; provided that Nordstrom Inc. may extend the early participation date; without extending the deadline by which old notes tendered in the exchange offer may be validly withdrawn, unless required by law. Old notes tendered after the early participation date may not be withdrawn, except where additional withdrawal rights are required by law. The new notes will constitute a further issuance of, and will form a single series with, the 5.00% Senior Notes due 2044 that expect to issue on December 12, in the aggregate principal amount of $400,000,000. The new notes will mature on January 15, 2044 and will bear interest at a fixed rate of 5.00% per year. Interest on the new notes will accrue from December 12, 2014 and will be payable semi-annually, in arrears, on January 15 and July 15 of each year, beginning July 15, 2014. Consummation of the exchange offer is subject to a number of conditions, including a qualified reopening condition, as set forth in the offering memorandum, the issuance of the original notes and the absence of certain adverse legal and market developments. Nordstrom Inc. will not receive any cash proceeds from the exchange offer. In the event that the principal amount of new notes issuable in respect of old notes validly tendered and not validly withdrawn would exceed the maximum exchange amount, Nordstrom Inc. will accept old notes for exchange on a pro rata basis among the tendering holders such that the aggregate principal amount of new notes that will be issuable in exchange for old notes does not exceed $300,000,000. Additionally, if and when issued, the new notes will not have been registered under the Securities Act of 1933, as amended or any state or other securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. Nordstrom Inc. plans to offer and issue the new notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S. Nordstrom Inc. will enter into a registration rights agreement with respect to the new notes and the original notes. The exchange offer is only made, and copies of the exchange offer documents will only be made available, to a holder of old notes who has certified in an eligibility letter certain matters to Nordstrom Inc., including its status as a "qualified institutional buyer" as defined in Rule 144A under the Securities Act or that it is a person other than a U.S. person as defined in Rule 902 under the Securities Act. The new notes will be subject to restrictions on transferability and resale and may not be transferred or resold except in compliance with the registration requirements of the Securities Act or pursuant to an exemption there from and in compliance with other applicable securities laws.
Nordstrom, Inc. Prices Aggregate Principal Amount of 5.00% Senior Notes Due 2044
Dec 3 13
Nordstrom Inc. announced that it has priced a private offering to eligible purchasers of $400 million aggregate principal amount of 5.00% Senior Notes due 2044 at an offering price of 99.331% of the principal amount thereof. Nordstrom estimates that the net proceeds from the issuance and sale of the New Notes will be approximately $393 million. The net proceeds from the sale of the Notes will be used for general corporate purposes, including repayment or retirement of outstanding indebtedness due in 2014, financing of capital expenditures and working capital needs. The company also announced that it expects to make private offers to exchange its outstanding 7.00% Senior Notes due 2038 for up to a maximum of $300 million aggregate principal amount of additional New Notes. It is expected that the New Notes issued pursuant to the Private Exchange Offers will comprise part of the same series as, and will be fungible for U.S. federal income tax purposes with, the New Notes sold in the Private Cash Offering.