March 27, 2025

Ann Munson Steines
Chief Legal Officer
Nordstrom, Inc.
1617 Sixth Avenue
Seattle, Washington 98101

       Re: Nordstrom, Inc.
           Schedule 13E-3 filed March 4, 2025 by Norse Holdings, Inc. et. al
           File No. 005-33314
           Preliminary Proxy Statement on Schedule 14A filed March 4, 2025
           File No. 001-15059
Dear Ann Munson Steines:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

        Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments.

Schedule 13E-3 and PREM14A, each filed March 4, 2025
General

1.     Please revise your disclosure to include the information required by
Item 3 of
       Schedule 13E-3 and Item 1003(c) of Regulation M-A, including
       the starting and ending dates of each position held, for each natural
person specified in
       General Instruction C to Schedule 13E-3. As examples only, provide such
disclosure
       for Ms. Gittinger, Mr. Riley and the Liverpool persons listed on pages
188 and 189.
2.     Please state the aggregate number and percentage of subject securities
that are
       beneficially owned by each person specified in Instruction C to Schedule
13E-3 for
       each filing person of the Schedule 13E-3, including, as one example
only, the persons
       listed on pages 188 and 189. See Item 1008(a) of Regulation M-A and Item
11 of
       Schedule 13E-3. In addition, describe any transactions by such persons
in the subject
       securities during the past 60 days. Refer to Item 1008(b) of Regulation
M-A and
 March 27, 2025
Page 2

       Instruction 1 thereto.
Position of the Parent Filing Parties as to the Fairness of the Merger, page 85

3.     Please revise the sentence in this section which states that "[u]nder a
possible
       interpretation of the SEC rules governing 'going-private' transactions,
each Parent
       Filing Party may be deemed to be an affiliate of Nordstrom, and
therefore is required
       to express its belief as to the fairness of the proposed Merger . . . ."
Given the filing
       persons' determination to file a Schedule 13E-3, it is inappropriate to
disclaim the
       underlying conclusions reached by each such filing person in making the
filing.
Materials Provided to Liverpool by J.P. Morgan Securities LLC, page 90

4.     We note your disclosure on page 94 that    J.P. Morgan anticipates that
it and/or its
       affiliates will arrange and/or provide financing to Nordstrom in
connection with the
       proposed Merger, for which J.P. Morgan and/or its affiliates expect to
receive
       customary compensation.    Please quantify such    customary
compensation.    Refer to
       Item 1015(b)(4) of Regulation M-A and Schedule 13E-3 Compliance and
Disclosure
       Interpretation 217.01.
Purposes and Reasons of the Parent Filing Parties for the Merger, page 95

5.     We note that disclosure is provided regarding the purposes and reasons
of the Parent
       Filing Parties, together as a group, for undertaking the transaction. It
is unclear,
       however, why each member of the Parent Filing Parties would have the
same
       purposes and reasons for undertaking the transaction. In particular, it
appears that
       Liverpool may have purposes and reasons for undertaking the transaction
that are
       different from those of the Family Group. Please revise or advise. Refer
to Item
       1013(a) and (c) of Regulation M-A.
6.     We note your disclosure on page 95 that    [t]he Parent Filing Parties
determined to
       undertake the Merger at this time because the Parent Filing Parties
believe that, as a
       private company, Nordstrom will be able to improve its ability to
execute initiatives
       that over time will create additional enterprise value for Nordstrom.
Refer to the
       comment above, and revise to specify the reasons for undertaking the
transaction at
       this time, as opposed to any other time. Refer to Item 1013(c) of
Regulation M-A.
Financing of the Merger, page 121

7.     We note your disclosure on page 122 that    the Debt Financing Sources
will provide
       Acquisition Sub with a senior secured asset-based credit facility in an
aggregate
       principal amount of $1,200 million.    Disclose the stated and effective
interest rates of
       such financing. Refer to Item 1007(d) of Regulation M-A.
Cautionary Statement Regarding Forward-Looking Statements, page 126

8.     The safe harbor for forward-looking statements in the Private Securities
Litigation
       Reform Act of 1995 does not apply to statements made in connection with
a going
       private transaction. Therefore, please delete or revise the references
to Section 27A of
       the Securities Act and Section 21E of the Exchange Act found on page 126
of the
       proxy statement.
 March 27, 2025
Page 3

        We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

       Please direct any questions to Blake Grady at 202-551-8573.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Mergers &
Acquisitions