Nordstrom Inc. shareholders have approved the company’s plan to go private.

The green light by shareholders, which was expected, was disclosed in a Securities and Exchange Commission filing on Friday, following a special virtual meeting of shareholders held 9 a.m. Pacific Time.

“Based on preliminary estimated results of the special meeting provided by the company’s proxy solicitor, Innisfree M&A Inc., the merger agreement was approved by the company’s shareholders at the special meeting,” the filing indicated.

The Seattle-based company expects the deal to be consummated on or around Tuesday.

Last December, the board of directors of Nordstrom approved the deal for the Nordstrom family and Mexican retailer El Puerto de Liverpool to acquire all of the outstanding shares of Nordstrom not beneficially owned by the family and Liverpool. It’s an all-cash transaction, with an enterprise value of about $6.25 billion, giving the Nordstroms a 50.1 percent controlling stake, and Liverpool 49.9 percent. Nordstrom common shareholders will receive $24.25 in cash for each share of common stock they hold. The deal represents a premium of about 42 percent to the company’s unaffected closing stock price on March 18, 2024, which was the last trading day prior to media speculation about the potential transaction.

Nordstrom is led by brothers Erik and Pete, chief executive officer, and president and chief brand officer, respectively, and their cousin Jamie, who serves as chief merchandising officer.

Traditional department stores like Nordstrom and Macy’s have struggled to maintain market share as middle-income families have been shifting much of their shopping to discounters and e-commerce. Restoring the luster Nordstrom department stores once had, and getting out from under the glare of Wall Street, is the basis for Nordstrom going private. A privately held Nordstrom isn’t expected to diverge much from its current priorities, notably its aggressive expansion of the Rack off-price chain, pursuit of greater digital growth and much-needed comp gains at the Nordstrom upscale department stores. So far, the strategy has born some fruit.

For a long time, Wall Street has taken a dim view of Nordstrom and most department stores. Nordstrom’s Manhattan flagship has been gaining popularity, but the company spent far more than it initially expected on building the store, which had the unfortunate timing of opening just before the pandemic hit. 

By taking their business private, the Nordstroms can take a longer-term view and make necessary investments and changes away from the scrutiny of public markets. They’re likely to accelerate investments in merchandise improvements and store upgrades, and take more fashion risks, but they can also save time and money by no longer producing quarterly reports, and staging conference calls and meetings with investors. They’ll deal with less scrutiny, far fewer stakeholders and regulatory requirements, and can be more decisive with a smaller constituency to report to. Another plus is that private companies can be less transparent so competitors know less about what they’re up against.

Nordstrom does take on more debt by going private. Nordstrom previously said the transaction will be financed through a combination of rollover equity by the Nordstrom family and Liverpool, cash commitments by Liverpool, up to $450 million in borrowings under a new $1.2 billion asset-back loan, and company cash on hand. Nordstrom has $2.7 billion in debt. At the $24.25 per share price in the deal, the equity value amounts to $4.1 billion, and the enterprise value, including debt, comes to $6.3 billion.

Liverpool will have a seat on the board, and will be influential on how Nordstrom evolves. The partners could also help each other add some brands to their offerings that they don’t already carry, though Liverpool stores have more moderate assortments.

Experts don’t see the partnership leading to Nordstrom expanding to Mexico, or Liverpool entering the U.S. with stores. Liverpool operates across Mexico with 310 stores under the Liverpool and Suburbia banners, 119 specialized boutiques, as well as 29 shopping centers. Liverpool has 78,000 employees.

Hypothetically, if the Nordstrom family ever decides to leave the business, or continue working there but relinquish control, Liverpool is in a prime position to take control. Another possible scenario is the family could decide to take the company public again and make a lot of money off the sale of shares back in an initial public offering. It’s not all that unusual for companies to go public, turn private and go public again. Nordstrom went public in 1971.

Founded in 1901 as a shoe retailer, the company operates 93 Nordstrom department stores, about 300 Rack off-price stores, and six Nordstrom Locals, which operate as service hubs. The retailer has been able to maintain its reputation for superior service while losing some of its merchandising edge in recent years.

Liverpool, based in the Santa Fe section of Mexico City, was founded by Jean Baptiste Ebrard in 1847. It is owned by the holding company El Puerto de Liverpool. The department store chain is sometimes referred to as the Macy’s of Mexico, though its stores sell a wider range of products than Macy’s. The company also holds a 50 percent stake in Unicomer, a company that has retail chains in 26 Latin American countries.