UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE
OF REPORT (DATE OF EARLIEST EVENT REPORTED) August 14, 2009
NORDSTROM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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| WASHINGTON
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001-15059
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91-0515058 |
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(STATE OR OTHER JURISDICTION
OF INCORPORATION)
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(COMMISSION FILE
NUMBER)
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(I.R.S. EMPLOYER
IDENTIFICATION NO.) |
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| 1617 SIXTH AVENUE, SEATTLE, WASHINGTON
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98101
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| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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(ZIP CODE) |
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE (206) 628-2111
INAPPLICABLE
(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August
14, 2009, Nordstrom, Inc. entered into a Revolving Credit Facility Agreement with each of
the initial lenders named therein as Lenders, Bank of America, N.A. as administrative agent, Wells
Fargo Bank, N.A. as syndication agent and RBS Citizens, N.A. and U.S. Bank, National Association as
documentation agents. This new credit facility has a capacity of $650 million, and replaced our
existing $650 million unsecured line of credit which was scheduled to expire in November 2010. The
new credit facility is available for working capital, capital expenditures and other lawful general
corporate purposes, including as liquidity support for our commercial paper program. Under the
terms of the agreement, we pay a variable rate of interest and a commitment fee based on our debt
rating. Based upon our current debt rating, we would pay a variable rate of interest of LIBOR plus
a margin of 2.125% on the outstanding balance and an annual commitment fee of 0.375% on the total
capacity. The Revolving Credit Agreement expires in August 2012, and contains restrictive
covenants, which includes maintaining leverage and fixed charge coverage ratios.
Many of the investment banking firms that are a party to the Revolving Credit Agreement or their
affiliates have in the past performed, and may in the future from time to time perform, investment
banking, financial advisory, lending and/or commercial banking services for us and certain of our
subsidiaries and affiliates, for which service they have in the past received, and may in the
future receive, customary compensation and reimbursement of expenses.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
The disclosure provided in Item 1.01 of this Form 8-K is hereby incorporated by reference into this
Item 1.02. On August 14, 2009, in connection with the credit facility described in Item 1.01,
Nordstrom, Inc. terminated its Revolving Credit Facility, dated November 4, 2005 with the financial
institutions named therein as Lenders, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as
Syndication Agents, U.S. Bank, National Association, as Documentation Agent and Bank Of America,
N.A., as administrative agent. Under the terms of this credit facility, we paid a variable rate of
interest based on LIBOR plus a margin of 0.225% on the outstanding balance and an annual commitment
fee of 0.075% on the total capacity. The agreement contained restrictive covenants, which included
maintaining a leverage ratio.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT.
The disclosure provided in Item 1.01 of this Form 8-K is hereby incorporated by reference into this
Item 2.03. The Revolving Credit Agreement contains standard provisions relating to default and
acceleration of our payment obligations upon the occurrence of an event of default, including: the
failure to pay principal, interest, fees or other amounts when due; cross-default with other
indebtedness; failure to comply with specified agreements, covenants, or obligations; the making of
any materially misleading or untrue representation, warranty or certification; commencement of
bankruptcy or other insolvency proceedings by or against us; entry of one or more judgments against
us that exceed $50 million either individually or in the aggregate; or the failure to pay amounts
due to the PBGC or a Plan under Title IV of ERISA.