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In May 2025, Nordstrom left the New York Stock Exchange after more than fifty years as a public company, following a deal with its second-largest shareholder (after the Nordstrom family), Mexico’s Puerto de Liverpool (which by then owned 9.6%), valuing the business at $6.25 billion. The move was then widely described as an acquisition by Liverpool: it is neither that nor an operational merger, but a family-led take-private in which members of the Nordstrom family hold 50.1% and control, while El Puerto de Liverpool holds 49.9% as a minority strategic and financial partner. In other words, Nordstrom continues to operate independently under the same leadership. 

For the department-store world, the interest in this deal lies less in its size than in its shape: a legacy U.S. retailer buying itself time away from public markets, financed and de-risked by a Latin American group extending its reach north without integrating operations.

The convenient shorthand, “Liverpool absorbs Nordstrom”, misstates both the economics and the intent, and it proved persistent: although the official May 2025 press release (“Nordstrom Announces Completion of Acquisition by Nordstrom Family and Liverpool”) named the family as the first acquirer, the brothers were still correcting the record in the press nine months later, and the facts are clear: Liverpool did not take control, but the Nordstrom family did. On closing, the family holds a 50.1% majority stake, and the two co-chief executives who ran the listed company continue to run it privately. Liverpool holds 49.9% as the minority partner, having built its position from a passive 9.9% stake first acquired in September 2022 for about $294 million (5.9 billion pesos) — around 9.6% by the time of the offer — which already made it the second-largest shareholder behind the family.

The legal vehicle is a merger. The buying group formed an acquisition subsidiary, “Navy Acquisition Co.”, into which the listed company was folded. But the substance of the deal is a going-private buyout by insiders, not an industrial combination of two retailers. Nordstrom and Liverpool are not merging stores, banners, buying, or even systems.

Nordstrom: a service-led department store that became a multi-banner platform

Nordstrom was founded in 1901 in Seattle as Wallin & Nordstrom, a shoe shop opened by Swedish immigrant John W. Nordstrom and shoemaker Carl F. Wallin, whom Nordstrom had met prospecting for gold in the Klondike. Nordstrom had reached New York in 1887, aged 16, with five dollars and no English, and staked the partnership with the $13,000 he brought back from Alaska; under his sons and grandsons, the firm grew into the U.S.'s largest independent shoe chain.

The pivot came in 1963, when Nordstrom bought the Seattle clothier Best Apparel, carrying it from footwear into apparel and, by 1966, into the Nordstrom Best banner. The company went public in 1971, opened its first off-price Nordstrom Rack in the basement of its Seattle store in 1973 (the year sales passed $100 million, and the firm took the name Nordstrom, Inc.), and in 1978 opened its first full-line store outside the Northwest, at South Coast Plaza in Southern California. It became a national retailer in 1988 with a store at Tysons Corner, Virginia, and launched Nordstrom.com in 1998, giving it an early digital platform. It entered Canada in the 2010s and wound those operations down in 2023.

The business model is highly specific to the United States: large-format, multi-brand fashion retail with strong service, wide geographic coverage, and dependence on mall, suburban and urban destination-shopping patterns. The Rack format, in particular, reflects U.S. scale, logistics and a mature appetite for branded off-price fashion.

This implies that, while the operating logic behind Nordstrom's overall success (excellent execution of curation, differentiation through in-store service, and the seamless integration of physical and digital channels) is no different from that of other successful department stores worldwide, Nordstrom’s USP is hardly exportable. The specific store formats, the physical network built around American malls and suburbs, and the brand architecture layered across full-line and off-price banners are the product of distinctly U.S. conditions. In other words, the very features that make it strong at home are also what make it hard to export, limiting the opportunities for foreign investors willing to acquire a globally resonating brand. Liverpool itself, asked in October 2026 whether a Rack-style off-price format could work in Mexico, replied that it was not focusing on off-price for now.

Liverpool: a Mexican omnichannel ecosystem of retail, credit and real estate

El Puerto de Liverpool traces its origins to 1847, when French merchant Jean-Baptiste Ebrard sold fabrics in Mexico City and began importing goods through the English port of Liverpool, which gave the store its name. The 1936 opening of the Liverpool Centro flagship, home to Mexico City’s first escalators, marked its arrival among the capital’s modern department stores (the first one was El Palacio de Hierro, which opened in 1891 and was rebuilt in 1921 after a fire). From the 1960s onward, the group expanded geographically and through acquisitions. It acquired the Suburbia value-fashion chain from Walmart de México in 2016 (completed in 2017), doubling down on middle-income customers, and later folded its legacy Fábricas de Francia banner into the Liverpool and Suburbia formats. This ecosystem ambition continues with a 2023 foray into electric-vehicle distribution with BYD through in-mall showrooms and integrated credit (an alliance it exited in 2025), the 2022 minority stake in Nordstrom, and the 2024 agreement to take Nordstrom private. Since then, it has entered wholesale through a new division, G.L.A.M., which holds an exclusive long-term licence for Dockers in Mexico,xiv and in September 2026 it announced a franchise partnership to bring Primark to Mexico.

Today, El Puerto de Liverpool operates across three segments: retail (Liverpool department stores, Suburbia, boutiques and digital platforms), financial services (store-brand credit cards, loans, insurance) and real estate (Galerías shopping centres). In 2025, consolidated revenue reached 229,137 million pesos, up 6.7%, with retail contributing 201,635 million. EBITDA fell 4.7% to 35,801 million pesos and net income 25.9% to 17,150 million, weighed down by higher financial costs and the first acquisition-accounting charges linked to Nordstrom. Capital expenditure reached 10,654 million pesos, 40% of it in logistics and IT. The group ended the year with 25,265 million pesos of cash, though no longer in a net-cash position: with borrowings up 71% after a US$1 billion bond issued in January 2025, net debt stood at 0.52x EBITDA, against −0.04x a year earlier. Its financial arm passed 8.4 million cardholders, while Galerías centres closed the year at 94.2% occupancy. At the time of the deal, the group ran around 310 stores under the Liverpool and Suburbia banners, 119 specialised boutiques and 29 shopping centres. By September 2026, the group operated 321 stores under the Liverpool and Suburbia banners, 173 specialised boutiques and 30 shopping centres, with more than 8.8 million cardholders. It also holds 50% of Unicomer, a leading group in retail and financial services, active in more than 20 Latin American countries.xix The holding is led by group chief executive Enrique Güijosa, with Carlos Marín heading the Liverpool department-store division.

Liverpool’s ecosystem rests on three pillars:

• A trusted, aspirational brand,
• A pervasive proprietary credit system,
• Control of prime physical space through owned malls.

This triad is strongly shaped by Mexican conditions: widespread use of store cards and instalment payments to access durable and fashion goods, and a mall culture in which centres act as community hubs. In markets with deeper banking penetration or saturated malls, a retailer-driven credit-and-real-estate ecosystem may travel less well. In the case of Liverpool, the exportable ideas are the ecosystem logic, format diversification and real-estate integration, but the execution remains highly local.

The transaction

Navy Acquisition, the buying group, agreed to acquire all Nordstrom shares it did not already own for $24.25 per share in cash, valuing the company at about $6.25 billion on an enterprise basis and just over $4 billion in equity value.xx The price represented a premium of around 42% to the “unaffected” share price of $17.06 recorded on 18 March 2024, the day before the family’s intentions were first reported. Shareholders also received a special cash dividend.xxi The deal closed on 20 May 2025, and Nordstrom was delisted from the New York Stock Exchange the following day.

This was not a first attempt — the family had explored going private before, notably in 2018, when the board rejected the offer as too low. The current process opened in February 2024, when a special committee was formed after Erik and Pete Nordstrom signalled interest; former chairman Bruce Nordstrom died in May 2024, as the process was underway. Liverpool and the family first offered $23.00 in September 2024, then raised it to $24.25. Upon the committee’s unanimous recommendation, the board approved the transaction on 23 December 2024, with Erik and Pete Nordstrom recusing themselves.

The structure is notable for how lightly it burdens the business. Liverpool guided its investment to a range of $1.2–1.4 billion, later revised to roughly $1.7 billion. The package layered a direct equity contribution, a $367 million shareholder loan to a Nordstrom-family special-purpose vehicle (treating part of the commitment as debt rather than equity), an asset-based lending facility, and more than $1 billion of Nordstrom’s own cash (a tax-efficient, covenant-light arrangement, part pre-funded through the international bond market).

Our take on the logic on each side 

It is tempting to read a deal of this size as a synergy play, which it is not: the principals have explicitly chosen not to integrate operations. The value on each side comes from ownership structure and capability exchange, not from combining two retailers.

Regarding the Nordstrom family, it was a way to escape the quarterly need to report results. Public-market sentiment on the department-store category had been persistently negative, and the take-private frees the business from quarterly scrutiny. In the words of GlobalData, private ownership lets the family take a long-term view, make necessary investments and changes free from short-term public-market pressure, and act on strategy faster than a listed company could. In other words, running the business as a retailer rather than a financial instrument.

On Liverpool’s side, Güijosa frames the deal as “an emblematic transaction” — a continuation of a strategy of diversifying across countries and currencies, begun in 2010 with Unicomer, alongside a company with the same core business. Liverpool’s own annual report states the aim as geographic and currency diversification plus the chance to share and adopt best practices in e-commerce, logistics, loyalty programmes and customer service. Crucially, Liverpool insists the deal does not come at the expense of its Mexican core (even though it is worth more than a billion USD), and Nordstrom continues to operate independently; the two teams exchange practices rather than merge functions. The governance reflects this: the post-closing board has seven members — Erik, Pete and Jamie Nordstrom, three Liverpool executives and one independent director, all of them retailers. So far, the cost to Liverpool has been mostly an accounting one: acquisition-related charges cut its third-quarter 2026 net income by 14.5%, which would otherwise have risen by about 5.8%.

Conclusion: a credible new financial route for the industry?

The take-private emerges here as a credible route to transformation, but only for department stores that can still afford it. Every element of this deal was a precondition rather than a detail: a committed family block, a partner in the same core business, a sound balance sheet and willing lenders. Freed from quarterly earnings pressure, a service-led, multi-banner retailer gains room to reshape its model on a multi-year horizon — a proposition we believe is worth weighing for any department store company whose listed status constrains its transformation.

Also, the deal offers a lighter template than classic M&A: cross-border capability sharing without operational integration. A partner can bring capital, balance-sheet strength and specific competences (in Liverpool’s case, e-commerce, loyalty and logistics) while each business retains its identity, management and market. For groups wary of the cost and cultural risk of full mergers, this “exchange, don’t absorb” model deserves attention. 

Seventeen months after closing, the first evidence suggests the exchange remains thin: Liverpool’s chief financial officer describes the impact of the collaboration on the Mexican side as relatively low, limited to best-practice sharing in customer experience, loyalty programmes and cybersecurity, with no deeper integration planned in the short term.xxxii For now, the model reads less as a capability transfer than as a long-term financial partnership between two operators who chose not to interfere with each other’s business.

Finally, a Latin American group taking a near-equal co-stake in a U.S. institution inverts the usual flow of retail capital and expertise and suggests that headquarters geography matters less than the ability to bridge markets, capital and consumer insight.

The open question the deal poses is the one facing the whole category: can a service-rich, multi-banner, digitally integrated model generate enough differentiation and productivity to justify department-store cost structures in an increasingly fragmented, digital market, and does patient private ownership give it more room to prove it than public listing? Three markers will tell: where the freed-up cash flow is reinvested, whether the capability exchange materialises beyond the boardroom, and how the balance between Rack and the full-line stores evolves.

Credits: IADS (Selvane Mohandas du Ménil)