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) April 30, 2021
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ITEM 1.01 Entry into a Material Definitive Agreement
Amendment of Revolving Credit Agreement
On April 30, 2021, Nordstrom, Inc. (the “Company”) and Bank of America, N.A., (the “Agent”), the Lenders, and the Guarantors party to that certain Revolving Credit Agreement originally dated as of September 26, 2018 (the “Credit Agreement”) entered into a Second Amendment (the “Amendment”) to the Credit Agreement. Under the terms of the Amendment, the make-whole payment made by the Company in connection with the redemption of its Senior Secured Notes due 2025, and the unamortized bond issuance costs associated with such notes, will be excluded from the definition of Interest Expense within the Credit Facility. In addition, the Amendment provides the Company with the flexibility to make Restricted Payments, such as share dividends and share repurchases, during any Collateral Period, subject to certain conditions relating to leverage, liquidity, the size of such Restricted Payments, and the requirement that no Default or Event of Default then exists or would result from such Restricted Payment.
Many of the banking institutions that are a party to the Amendment, 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 the Company and certain of the Company’s subsidiaries and affiliates, for which services they have in the past received, and may in the future receive, compensation and reimbursement of expenses.
Capitalized terms used but not defined herein shall be deemed to have the meanings ascribed to them in the Credit Agreement. The foregoing description of the Amendment is a summary only and is qualified in its entirety by reference to the text of the Amendment, a copy of will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending May 1, 2021.
ITEM 9.01 Financial Statements and Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORDSTROM, INC. | |||||
| (Registrant) | |||||
| /s/ Ann Munson Steines | |||||
| Ann Munson Steines | |||||
| Executive Vice President, | |||||
| General Counsel and Corporate Secretary | |||||
Date: May 6, 2021