SecProbe.io

March 27, 2025
Ann Munson Steines
Chief Legal Officer
Nordstrom, Inc.
1617 Sixth Avenue
Seattle, Washington 98101
Re:Nordstrom, Inc.
Schedule 13E-3 filed March 4, 2025 by Norse Holdings, Inc. et. al
File No. 005-33314
Preliminary Proxy Statement on Schedule 14A filed March 4, 2025
File No. 001-15059
Dear Ann Munson Steines:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule 13E-3 and PREM14A, each filed March 4, 2025
General
1.Please revise your disclosure to include the information required by Item 3 of
Schedule 13E-3 and Item 1003(c) of Regulation M-A, including
the starting and ending dates of each position held, for each natural person specified in
General Instruction C to Schedule 13E-3. As examples only, provide such disclosure
for Ms. Gittinger, Mr. Riley and the Liverpool persons listed on pages 188 and 189.
Please state the aggregate number and percentage of subject securities that are
beneficially owned by each person specified in Instruction C to Schedule 13E-3 for
each filing person of the Schedule 13E-3, including, as one example only, the persons
listed on pages 188 and 189. See Item 1008(a) of Regulation M-A and Item 11 of
Schedule 13E-3. In addition, describe any transactions by such persons in the subject
securities during the past 60 days. Refer to Item 1008(b) of Regulation M-A and 2.

March 27, 2025
Page 2
Instruction 1 thereto.
Position of the Parent Filing Parties as to the Fairness of the Merger, page 85
3.Please revise the sentence in this section which states that "[u]nder a possible
interpretation of the SEC rules governing 'going-private' transactions, each Parent
Filing Party may be deemed to be an affiliate of Nordstrom, and therefore is required
to express its belief as to the fairness of the proposed Merger . . . ." Given the filing
persons' determination to file a Schedule 13E-3, it is inappropriate to disclaim the
underlying conclusions reached by each such filing person in making the filing.
Materials Provided to Liverpool by J.P. Morgan Securities LLC, page 90
4.We note your disclosure on page 94 that “J.P. Morgan anticipates that it and/or its
affiliates will arrange and/or provide financing to Nordstrom in connection with the
proposed Merger, for which J.P. Morgan and/or its affiliates expect to receive
customary compensation.” Please quantify such “customary compensation.” Refer to
Item 1015(b)(4) of Regulation M-A and Schedule 13E-3 Compliance and Disclosure
Interpretation 217.01.
Purposes and Reasons of the Parent Filing Parties for the Merger, page 95
5.We note that disclosure is provided regarding the purposes and reasons of the Parent
Filing Parties, together as a group, for undertaking the transaction. It is unclear,
however, why each member of the Parent Filing Parties would have the same
purposes and reasons for undertaking the transaction. In particular, it appears that
Liverpool may have purposes and reasons for undertaking the transaction that are
different from those of the Family Group. Please revise or advise. Refer to Item
1013(a) and (c) of Regulation M-A.
6.We note your disclosure on page 95 that “[t]he Parent Filing Parties determined to
undertake the Merger at this time because the Parent Filing Parties believe that, as a
private company, Nordstrom will be able to improve its ability to execute initiatives
that over time will create additional enterprise value for Nordstrom.” Refer to the
comment above, and revise to specify the reasons for undertaking the transaction at
this time, as opposed to any other time. Refer to Item 1013(c) of Regulation M-A.
Financing of the Merger, page 121
7.We note your disclosure on page 122 that “the Debt Financing Sources will provide
Acquisition Sub with a senior secured asset-based credit facility in an aggregate
principal amount of $1,200 million.” Disclose the stated and effective interest rates of
such financing. Refer to Item 1007(d) of Regulation M-A.
Cautionary Statement Regarding Forward-Looking Statements, page 126
8.The safe harbor for forward-looking statements in the Private Securities Litigation
Reform Act of 1995 does not apply to statements made in connection with a going
private transaction. Therefore, please delete or revise the references to Section 27A of
the Securities Act and Section 21E of the Exchange Act found on page 126 of the
proxy statement.

March 27, 2025
Page 3
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Blake Grady at 202-551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions