Nordstrom to acquire HauteLook

Fashion retailer Nordstrom is to acquire HauteLook. HauteLook offers limited time sale events on the world’s top fashion and lifestyle brands.. The Company said the acquisition will enable Nordstrom to participate in the fast-growing private sale marketplace and provide a platform to increase innovation and speed in the way it serves customers in all channels.

Nordstrom will acquire HauteLook for $180 million in Nordstrom stock with a portion subject to ongoing vesting requirements. In addition, the transaction includes a three-year earn-out of up to $90 million in Nordstrom stock subject to company performance and vesting requirements for the existing management team. The overall transaction structure provides significant incentive and retention mechanisms for HauteLook senior management. HauteLook will operate as an independent, wholly-owned subsidiary, be managed by its current leadership and the HauteLook brand and website will remain separate from Nordstrom.

The transaction is expected to be dilutive to Nordstrom in 2011 due to non-cash expenses related to the acquisition. The transaction is expected to close in the first quarter of 2011.

Guggenheim Securities, LLC is acting as financial advisor to Nordstrom and Gibson, Dunn & Crutcher LLP and Lane Powell PC are acting as its counsel. JP Morgan Securities Inc. is acting as financial advisor to HauteLook and Gunderson Dettmer is acting as its counsel.

USA, Seattle, WA

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