Recently a roughly $8.4 billion offer from the Nordstrom family to take the namesake retailer private was rejected as inadequate. The deal now seems at risk as the special committee in charge of evaluating a potential transaction indicated that the price needed to be “substantially” and “promptly” improved upon or they would terminate further discussions.
While there is one major concern that looms large in any such deal, my hope is that the Nordstroms can get this done. While as a brand Nordstrom faces most of the same challenges that confront just about all retailers in this era of digital disruption, allowing the company to operate without the harsh and impatient glare of Wall Street could be a major long-term win. Here are a few key benefits to going private:
Avoiding the obsession with growth. The fact is that Nordstrom is fast becoming a relatively mature business. It has few new store openings to execute within its core concepts, it is very well penetrated in e-commerce, and there are not a ton of readily accessible wholly new categories (or geographies) to expand into. The Street’s obsession with growth for growth’s sake often pushes maturing brands to expand their core business too far (think Gap and J. Crew’s fashion missteps, Michael Kors’ distribution overexpansion, or Coach’s — and many others’ — over reliance on the outlet channel).
Minimizing the focus on largely irrelevant metrics. As I’ve been suggesting for many years, same (or comparable) store sales is an increasingly irrelevant metric, and as Brent Franson and I tackled more recently, the shifting nature of retail demands a whole new set of performance measures. Not having to be as concerned about monthly and quarterly reports will free Nordstrom to worry less about pleasing equity investors in the short term and enable greater focus on what they need to do to win over the long term.
Freedom to invest in physical retail. Despite the retail apocalypse narrative, physical retail is not dead; boring retail is. Fortunately Nordstrom has crafted a compelling digital presence, a well executed store model and a harmonious experience across channels. For the most part, Nordstrom full-line and Rack stores are in excellent real estate and it’s unlikely that they will have many store closings on the horizon despite the carnage around them. Nordstrom understands well that physical retail drives e-commerce and vice versa. The challenge is to continue evolving to address changing consumer demands, the emerging importance of younger shoppers and the convergence of digital and physical channels. To thrive Nordstrom must have both a remarkable digital experience and a remarkable brick & mortar experience. Despite what some in the investment community think, for some retailers additional investment in physical retail is not only necessary to keep pace, it is essential to maintain competitive advantage. Nordstrom is firmly in this category.
Ability to think long term and take prudent risks. While some investors are willing to take big bets on silly moon shots (but enough about Wayfair), those that invest in “traditional” retail tend to be more short-term focused and risk averse. Yet we live in a world where the future is getting harder and harder to predict and what will ultimately pay off may take years to become clear. Few retailers will survive, much less thrive, without leaning into more risk and establishing a strong test and learn culture. Historically Nordstrom has shown a willingness to be more innovative than most of its peers, including testing new formats (such as Nordstrom Local), buying emerging concepts (Haute Look and Trunk Club), as well as acquiring two technology companies just last week. While Nordstrom is largely past the capital intensive nature of their major investments in omni-channel infrastructure and expansion into Canada and New York City, there is every reason to believe that the future will require considerable investment and a greater tolerance for risk in order to stay truly remarkable.
Unlike most others in the largely undifferentiated department store space, Nordstrom already has a lot going for it and is not burdened with a crushing debt load like Neiman Marcus. Which brings me to the one big caveat.
Quite a few retailers have gotten into trouble by taking on too much debt through a private equity buyout. Unlike Toys R Us and others, which were struggling with the fundamentals of their core value proposition when they took on considerable leverage, the Nordstrom business model is fundamentally sound, the real estate portfolio is solid, and the management team is excellent and deeply experienced. Nevertheless, financial flexibility, as well as strategic and operating agility, will be key to navigating retail’s future. As mentioned above, Nordstrom is fortunate to have already done much of the heavy lifting where plenty of others are struggling to catch up. Yet, layering on substantial debt and interest payments may limit the company’s ability to make acquisitions and/or the technology investments to stay on the leading edge.
Fortunately the debt levels that are currently being contemplated don’t put the Nordstrom deal into the territory that ToysRUs and Neiman’s now find themselves. But obviously if the buyout price increases substantially it is likely the debt burden will as well. Investors also need to mindful of how well any company with considerable leverage would fare in a major economic downturn.
With any luck, a reasonable compromise can be achieved.