Nordstrom, Inc. (NYSE: JWN) announced today that it priced an offering of $250 million aggregate principal amount of its 2.300% senior notes due 2024 (the “2024 Notes”) and $425 million aggregate principal amount of its 4.250% Senior Notes due 2031 (the “2031 Notes” and, together with the 2024 Notes, the “Notes”), at an offering price of 100% of the principal amount thereof, in the case of the 2024 Notes and 99.922% of the principal amount thereof, in the case of the 2031 Notes. The sale of the Notes is expected to close on or about April 8, 2021.
The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) 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 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. The 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 therefrom and in compliance with other applicable securities laws.
The Company intends to use the net proceeds from the sale of the Notes, together with cash on hand, to optionally redeem in full its $600 million aggregate principal amount of outstanding 8.750% Senior Secured Notes due 2025 (the “2025 Notes”), including payment of a “make-whole” premium estimated to be approximately $78 million.