Mexico’s El Puerto de Liverpool has built its reputation on patience. Founded in 1847, the retailer has expanded steadily for nearly 180 years, assembling a nationwide platform of more than 400 stores across close to 100 cities, complemented by 28 shopping centers that attract more than 100 million visitors a year. That long-term mindset underpinned its most ambitious strategic move to date: partnering with the Nordstrom family to take the iconic US department store chain private in a $6.25 billion transaction that closed in 2025.
The deal, which wins the award for M&A Deal of the Year, stands out not only for its scale but for its complexity, its cross-border execution and its carefully engineered financing structure, which allowed Liverpool to secure a near-equal partnership in a storied US retailer without derailing its own growth plans.
“We are a company that prides itself on our long-term vision to future and very strong finances. There are few companies that have the kind of legacy that we have,” says Liverpool CEO Enrique Güijosa.
Liverpool’s interest in Nordstrom was long-standing. Since 2022, the Mexican group had built a strategic minority stake of about 9.7%, making it the second-largest shareholder after the founding family. Discussions about a deeper partnership initially envisaged a three-way structure involving the Nordstrom family, Liverpool and a private equity investor. When those talks fell away, Liverpool and the family opted for a simpler bilateral structure.
“I would say that this was an emblematic transaction for our company. It was a combination of relevant factors, continuing our strategy of diversifying in countries and currencies with a company that has the same core business and interesting finances and year,” says Güijosa.
Under the final terms, Nordstrom shareholders received $24.25 per share in cash plus a $0.25 special dividend, valuing the company at a firm value of approximately $6.25 billion. Liverpool emerged with a 49.9% stake, while the Nordstrom family retained 50.1% and operational control, with two family members continuing as co-CEOs. Nordstrom’s shares were delisted from the New York Stock Exchange in May 2025.
For Liverpool, the acquisition translated into an investment of approximately $1.7 billion, executed through a mix of equity and structured financing. A defining feature of the deal was the way capital was layered to balance ownership while preserving flexibility. Liverpool provided a direct cash equity contribution and extended a $367 million shareholder loan to a Nordstrom family special purpose vehicle, allowing part of its commitment to be treated as debt rather than equity.
The broader financing package also included an asset-based lending facility and the use of Nordstrom’s own cash on hand. In aggregate, the funds consisted of Liverpool’s equity contribution, the shareholder loan, ABL proceeds and more than $1 billion of Nordstrom cash. The result was a tax-efficient, covenant-light structure supportive of long-term investment.
Liverpool pre-funded a significant portion of its commitment through the international bond market. In mid-January 2025, it issued $1 billion of senior unsecured notes in two tranches: $500 million of seven-year bonds and $500 million of 12-year paper, reopening Mexico’s high-yield corporate market and securing certainty of funds well ahead of closing.
“We settled on the 50-50 structure, because Liverpool had the financial capacity to provide the Nordstrom family what was required,” says Güijosa.
Strategically, the deal gives Liverpool exposure to the US consumer without forcing an operational merger. Nordstrom continues to operate independently, while management teams share best practices in areas such as e-commerce, loyalty programs and supply-chain efficiency. The transaction also fits within Liverpool’s broader diversification strategy, which began in 2010 with the creation of Unicomer, now active across more than 20 countries.
Crucially, Liverpool says the acquisition does not come at the expense of its core business. The group remains committed to opening one or two Liverpool department stores annually, rolling out between 15 and 20 Suburbia stores a year, strengthening digital channels and streamlining logistics.
“We were able to commit to the financial needs of this transaction, which were very relevant, without jeopardizing our original strategic plan, the expansion of our stores and e-commerce,” he says.
In a period when many retailers are retrenching, Liverpool’s acquisition of Nordstrom stands out as a rare example of a Latin American corporate executing a complex take-private of a US public company. It underscores the group’s balance sheet strength, access to global capital markets and willingness to deploy sophisticated financing tools in pursuit of long-term growth.
El Puerto de Liverpool and the Nordstrom Family’s Acquisition of Nordstrom, Inc.
Financial Advisor M&A: J.P. Morgan
Counsel: Simpson Thacher & Bartlett; Galicia Abogados
Financial Advisors: J.P. Morgan (Global Coordinator);
BBVA; Bank of America; Santander (Joint Bookrunners)