Nordstrom, Inc. (NYSE: JWN) announced today that it priced a private offering (“Private Cash Offering”) to eligible purchasers of $400 million aggregate principal amount of 5.00% Senior Notes due 2044 (the “New Notes”) 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 (after deducting the initial purchasers' discounts and its estimated offering expenses) 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.
Nordstrom Inc. also announced that it expects to make private offers (the “Private Exchange Offering”) to exchange its outstanding 7.00% Senior Notes due 2038 (the “Old Notes”) 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.
The New 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 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. The Private Exchange Offering is only made, and copies of the Private Exchange Offering 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 therefrom and in compliance with other applicable securities laws.
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