We counseled Nordstrom in its simultaneous (i) private placement of $400M of 5.00% Senior Notes due 2044 (the “New Notes”) and (ii) offer to exchange its outstanding 7.00% Senior Notes due 2038 for up to an additional $300M in New Notes. We advised the company in connection with the subsequent registration of the New Notes with the U.S. Securities and Exchange Commission in a registered A/B Exchange Offer. In our capacity as issuer counsel, we drafted the private placement memorandum, negotiated the initial purchases of the New Notes, and negotiated the terms of the registration rights provided to the holders of the New Notes. In addition, we drafted the SEC Form S-4 registration statement relating to the exchange of the securities for the New Notes, and responded to SEC staff comments with respect to that registration statement.
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