EX-16.CIII 6 ea023139501ex16-ciii_nord.htm DISCUSSION MATERIALS PREPARED BY MORGAN STANLEY & CO. LLC AND CENTERVIEW PARTNERS LLC, DATED DECEMBER 22, 2024, FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF NORDSTROM, INC

Exhibit (c)(iii)

 

PRELIMINARY & CONFIDENTIAL PROJECT NORSE PRESENTATION TO THE BOARD OF DIRECTORS DECEMBER 22, 2024

 

 

PRELIMINARY & CONFIDENTIAL ▪ Throughout 2023, at the request of the Norse Board of Directors, management worked with Morgan Stanley and Centerview Partners to independently evaluate value creation options due to persistent negative public market investor sentiment around the Department Store category and the industry’s long - term prospects ▪ On February 11 th , 2024, the Special Committee was formed to oversee the process to explore a potential take - private transaction following interest expressed by Erik and Pete Nordstrom in submitting a proposal ▪ On March 19 th , 2024, Reuters reported that the Nordstrom Family was seeking to take the Company private – Following the report, Norse’s stock experienced +9% 1 - day and +18% 3 - day price increases – Consequently, the pre - report price of $17.06 as of March 18 th has been referenced as the “unaffected” share price ▪ At the request of the Special Committee, Morgan Stanley and Centerview Partners engaged in discussions with 19 strategic and financial parties to gauge interest in exploring a transaction – 10 parties executed NDAs and 8 parties received additional due diligence information and met with company management – One party formally indicated interest in an acquisition and one party indicated interest in a sale - leaseback, however ultimately withdrew from the process ▪ On September 3 rd , the Special Committee received a non - binding written proposal for a potential acquisition of the Company, from a Bid Group comprised of members of the Nordstrom Family and Liverpool who collectively already own approximately 43% of Norse’s common stock – Offer to acquire the common stock of the Company for a cash purchase price of $23.00 per share – Offer contemplated pro forma ownership of ~50.1% by members of the Nordstrom Family and ~49.9% by Liverpool – After further discussions between September and November, the Bid Group raised its offer to $24.25 per share plus a special dividend of up to $0.25 per share and a “stub period” dividend based on $0.19 per share regular quarterly dividend at the discretion of the Board upon closing and depending on cash balances at closing o Offer reflects a ~42% premium to the unaffected price, excluding the potential dividends ▪ The Bid Group intends to rollover the Company’s current senior notes totaling $2.7 billion, $2.4 billion of which are subject to a repurchase right upon a “double - trigger” consisting of (1) a change of control and (2) a ratings downgrade by all of Moody’s, S&P and Fitch – In December 2024, the Bid Group and Company Management held discussions with the rating agencies and received feedback that S&P would downgrade Norse’s Senior Notes and Debentures while Moody’s and Fitch indicated that they would hold ratings following additional discussions during which the Bid Group committed to secure the Senior Notes and Debentures following the transaction closing 2 SITUATION UPDATE Sources: Capital IQ, Norse Management

 

 

PRELIMINARY & CONFIDENTIAL 3 174.9 Diluted Shares Outstanding (2) $4,242 Total Equity Value 2,012 (+) Net Debt (3) $6,254 Total Aggregate Value Aggregate Value / Adj. EBITDA (4) : 5.5x $1,138 Management LTP - FY'24E (5) 4.9x $1,276 Management LTP - FY'25E (5) 5.3x $1,173 Consensus - FY'24E 5.3x $1,174 Consensus - FY'25E Proposal Metric $24.25 BID GROUP PROPOSAL: IMPLIED PREMIA AND MULTIPLES Multiples Premia Source: Norse management, company filings, FactSet and Capital IQ as of December 20, 2024. (3) (4) (5) Note: Dollars in millions, except per share amounts. Figures exclude one - time special dividend of up to $0.25 per share. (1) As of unaffected date of March 18, 2024, the last trading day prior to Reuters' report that the Nordstrom Family was seeking to take the Company private. (2) Fully diluted shares outstanding include basic shares of ~165.0mm as well as full accelerated vesting of dilutive equity securities including options, PSUs and RSUs as of December 20, 2024 per Norse management. Reflects debt of $2,689mm as of Q3’24 per Norse management and cash of $677mm ($397mm as of Q3’24 per Norse management pro forma for $280mm of cash received in Q4’24 in connection with the amended program agreement with TD). Adj. EBITDA figures unburdened by amortization of developer reimbursements. Norse projections per Norse management as approved for each of Centerview’s and Morgan Stanley’s use for its financial analysis and fairness opinion (the “LTP Case”). +42.1% $17.06 Unaffected Price (3/18/24) +27.1% $19.08 30 - Day VWAP ed (1) +29.7% $18.70 60 - Day VWAP ffe ct +85.4% $13.08 52 - Week Low (11/13/23) Un a +4.1% $23.30 52 - Week High (8/1/23) (1.1%) $24.53 Current Price (12/20/24) Current +4.9% $23.11 30 - Day VWAP +5.4% $23.02 60 - Day VWAP +43.5% $16.90 52 - Week Low (1/3/24) (2.6%) $24.90 52 - Week High (11/25/24) Proposal Metric $24.25 Share Price Premium to:

 

 

PRELIMINARY & CONFIDENTIAL Notes $MM Sources # • Based on Buyer Group’s projected cash at close; assumes transaction close at Q1 2025 $914 Projected Company Cash on Balance Sheet 1 • Existing debt inclusive of unamortized discounts and debt issuance costs 2,690 Rollover of Existing Debt 2 • Parent will enter into debt commitment papers for an up to $1,200MM ABL (expects to draw up to $450MM at closing) • Commitment letter to be provided at signing 450 New Transaction Debt 3 • ~95% of current holdings (~51.1MM shares) 1,238 Nordstrom Family Equity Rollover 4 • Alternate structure with loan made from Liverpool to the Parent SPV (49.9% owned by Liverpool), funded through balance sheet cash and debt (committed bridge facility or bond offering) 510 Funding into Parent SPV 5 • Current holdings (~15.8MM shares) 382 Liverpool Equity Rollover 6 • Funded through balance sheet cash and debt (committed bridge facility or bond offering) 851 Liverpool New Equity 7 $7,035 Total Sources SOURCES & USES FOR THE TRANSACTION Notes $MM Uses # • Based on ~165.0MM basic shares outstanding plus dilutive equity securities (1) of ~0.6MM in - the - money options, ~0.3MM of PSUs and ~2.2MM of RSUs at $24.25 / share $4,078 Company Equity Value 8 • Reflects potential special dividend of up to $0.25 per share (based on Company’s cash balance) at the discretion of the Board upon closing 42 (2) Special Dividend 9 • Existing debt inclusive of unamortized discounts and debt issuance costs 2,690 Company Existing Debt 10 • Fully accounts for advisor fee estimates provided by Company advisors and financing fees required to consummate the transaction 125 Estimated Transaction Fees 11 • Based on Family Group advisor estimates 100 Minimum Cash to Balance Sheet 12 $7,035 Total Uses • Plus a special dividend of up to $0.25 per share (based on Company’s cash balance) and a “stub period” dividend based on $0.19 per share regular quarterly dividend at the discretion of the Board upon closing $24.25 Memo: Price Per Share Source: Norse Management Notes: 1. Assuming closing occurs between March 10 and June 10, 2025 2. Does not include the “stub period” dividend 4

 

 

PRELIMINARY & CONFIDENTIAL 5 ▪ Members of the Nordstrom family and related trusts (the “Family Group”) and El Puerto de Liverpool S.A.B. de C.V. (“Liverpool”) will form a new entity (“Parent”) to acquire Norse Purchaser ▪ Holders of Norse common stock (other than the Family Group and Liverpool) will receive $24.25 per share ▪ The Family Group and Liverpool (holding ~43% of outstanding shares) will roll their Norse shares in exchange for Parent common stock ▪ The Board is permitted to declare a special dividend of up to $0.25 per share (based on Company cash on hand), which will be contingent on closing ▪ Unvested equity awards will be converted into cash - settled awards Consideration, Equity Awards and Special Dividend ▪ Shareholder approval by (1) two - thirds of outstanding shares and (2) majority of the shareholders other than the Family Group, Liverpool, and the Company’s directors and Section 16 officers ▪ Expiration or termination of HSR waiting period ▪ No order by US court prohibiting merger ▪ No “Below Investment Grade Rating Event” under the Company’s senior notes ▪ Each party’s obligations would also be subject to the accuracy of other party’s representations (subject to customary materiality exceptions) and material compliance with its covenants Conditions ▪ Failure to achieve shareholder approval ▪ US court issues order prohibiting the merger ▪ Occurrence of a Below Investment Grade Rating Event (subject to cure period) ▪ Other party materially breaches its representations or covenants (subject to cure periods) ▪ Company only - Company accepts a superior proposal or Parent refuses to close when required to do so ▪ Parent only - Board changes its recommendation (only for 10 business days after change) Termination Rights ▪ Company will pay $85MM if deal is terminated because the Board changed its recommendation and $42.5MM if it enters into superior proposal or deal is voted down when there is a competing proposal that is subsequently entered into within 12 months and consummated ▪ Parent will pay $100MM if deal is terminated due to a Below Investment Grade Rating Event and $170MM if deal is terminated because of a Parent material breach or failure to close ▪ In the event of an intentional breach, the breaching party is liable for damages, subject to $300MM cap (inclusive of termination fee) ▪ Company can seek specific performance of Parent’s obligations, except that requiring Parent to close and Liverpool to fund under its equity commitment requires $450MM of debt financing proceeds and $410MM in Company cash (plus amount required to pay the special dividend) ▪ Liverpool and certain members of the Family Group are guaranteeing Parent’s liability for damages in the event of an intentional breach, reverse termination fee, and certain other obligations on a several basis Remedies ▪ Customary no - shop and “fiduciary out” provisions ▪ Customary interim operating covenants ▪ Covenants relating to each party’s interactions with the rating agencies and requiring the Family Group and Liverpool to be consistent with their RES/RAS presentations ▪ Parent may request the Company commence an exchange offer and consent solicitation and/or grant guarantees or security on the senior notes and debentures (effective on closing) No - Shop and Other Covenants ▪ Parent will enter into debt commitment papers for an up to $1,200MM ABL (expects to draw up to $450MM at closing) ▪ Liverpool will commit to contribute $1,712MM to Parent (which may be equity and/or a loan), and the Company can specifically enforce its commitment ▪ Liverpool will enter into debt commitment papers for a $900MM bridge facility to fund its equity commitment, and intends to launch a bond offering during the interim period Financing Structure ▪ Liverpool and the Family Group will enter into Rollover and Support Agreements that contain a voting commitment to vote in favor of the approval of the transaction and requirement to take, or refrain from taking, other actions related to the deal Voting Commitment KEY MERGER TERMS

 

 

PRELIMINARY & CONFIDENTIAL 6 (490bps) (124bps) +126bps - - - 3.9% 3.9% 3.6% 2.2% 1.7% (2.9%) 3.9% 3.9% 3.6% 3.4% 0.5% (7.8%) % Y/Y Growth - - - - - - - - (40) (78) 1,521 1,406 1,340 1,276 1,178 446 1,521 1,406 1,340 1,276 1,138 367 Adj. EBITDA (1) - - - - (18bps) (141bps) 9.2% 8.8% 8.7% 8.6% 8.1% 10.7% 9.2% 8.8% 8.7% 8.6% 7.9% 9.3% % Net Sales - - - - (17bps) (137bps) 8.9% 8.6% 8.5% 8.4% 7.9% 10.4% 8.9% 8.6% 8.5% 8.4% 7.7% 9.0% % Total Sales - - - - - - - - +4 - - (532) (530) (571) (602) (600) (145) (532) (530) (571) (603) (596) (145) ( - ) Total D&A - - - - - - - - (35) (78) 989 876 769 674 577 301 989 876 769 674 542 222 Adj. EBIT - - - - (20bps) (159bps) 6.0% 5.5% 5.0% 4.6% 4.0% 7.2% 6.0% 5.5% 5.0% 4.6% 3.8% 5.6% % Net Sales - - - - (19bps) (155bps) 5.8% 5.3% 4.9% 4.4% 3.9% 7.0% 5.8% 5.3% 4.9% 4.4% 3.7% 5.5% % Total Sales - - - - - - - - +9 +17 (267) (236) (208) (182) (153) (78) (267) (236) (208) (182) (144) (61) ( - ) Taxes - - - - - - - - (27) (61) 722 639 561 492 424 223 722 639 561 492 398 162 NOPAT - - - - - - - - - - - - 497 493 531 552 538 131 497 493 531 552 538 131 (+) D&A - - - - - - - - (4) (1) 35 37 40 50 62 14 35 37 40 50 58 14 (+) Amort. Of Dev. Reimb. - - - - - - - - +1 - - 202 196 191 187 185 47 202 196 191 187 186 47 (+) Right - of - use Asset Amort. - - - - - - - - (1) - - (288) (279) (272) (267) (264) (67) (288) (279) (272) (267) (266) (67) ( - ) Lease Liabilities - - - - - - - - +225 +189 (28) (49) (51) (104) (80) 182 (28) (49) (51) (104) 145 371 (+/ - ) Change in NWC +5 +5 +5 (8) (22) (37) (474) (457) (440) (422) (477) (142) (469) (452) (435) (430) (500) (179) ( - ) Capex +5 +5 +5 (8) +172 +92 665 580 560 488 387 387 671 584 566 481 559 479 Unlevered FCF December LTP August LTP Δ (December vs. August) Management Projections Management Projections Management Projections Quarters Annuals Quarters Annuals Quarters Annuals Q4 2024E 2024E 2025E 2026E 2027E 2028E Q4 2024E 2024E 2025E 2026E 2027E 2028E Q4 2024E 2024E 2025E 2026E 2027E 2028E Net Sales 3,967 14,320 14,792 15,319 15,910 16,525 4,177 14,498 14,792 15,319 15,910 16,525 (210) (178) - - - - -- - - % Y/Y Growth (7.6%) 0.7% 3.3% 3.6% 3.9% 3.9% (2.7%) 2.0% 2.0% 3.6% 3.9% 3.9% (489bps) (125bps) +127bps - - - Total Revenues 4,074 14,766 15,272 15,819 16,433 17,074 4,291 14,949 15,272 15,819 16,433 17,074 (217) (182) - - - - - - - - NORSE FINANCIAL SUMMARY – LTP COMPARISON In $MM, Unless Otherwise Stated Key Drivers of Change in Plan ▪ Reduced 2024E sales on lower GMV/sales signals as the Company entered the fourth fiscal quarter ▪ Reduced 2024E Adj. EBIT on lower sales and additional promotional mark - downs to support cleaner inventory position by YE ▪ Increased 2024E NWC mostly on TD proceeds received in November 2024 (not accounted for prior) ▪ Increased 2024E capex to reflect targeted $500MM in spend; increased 2025E capex driven by technology capex to support future efficiencies; reduced 2026E - 2028E capex due to slight decrease in capital need post evaluating cost investments Source: LTP Case Note: 1. EBITDA unburdened by amortization of developer reimbursements

 

 

PRELIMINARY & CONFIDENTIAL 14,693 15,524 15,530 14,885 14,766 15,173 15,272 15,494 15,819 16,433 17,074 (1%) +1% +2% 567 569 543 784 502 554 542 674 769 876 989 Margin FY2019A (% of Revenues): 5.1% FY2028E FY2027E FY2026E FY2025E FY2024E FY2023A FY2022A 5.8% 5.3% 3.5% 4.9% 3.8% 4.4% 3.7% 3.7% 3.9% 3.2% (2%) +18% +42% FY2028E FY2027E FY2026E FY2025E FY2024E FY2023A FY2022A FY2019A 8.9% 8.6% 7.5% 8.5% 7.7% 8.4% 7.9% 7.7% 7.8% 7.1% 9.4% FY2028E FY2027E FY2026E FY2025E FY2024E FY2023A FY2022A FY2019A 3.9% 3.9% 2.1% 3.6% 1.9% 3.4% 1.3% 0.5% (5.4%) 5.0% Growth: (2.1%) +15% +8% (3%) 1,521 1,406 1,340 1,169 1,174 1,276 1,173 1,138 1,153 1,106 1,455 LTP Case (December 2024) 7 LTP Case vs. Consensus Historical Consensus Sources: Capital IQ as of December 20, 2024; LTP Case; Company filings Note: 1. Adds back all depreciation and amortization including amortization of developer reimbursements Margin (% of Revenues): Adj. EBIT ($MM) Adj. EBITDA ($MM) (1) Total Revenues ($MM) NORSE’S LTP CASE VS. STREET PROJECTIONS Actual Performance Projections FY’24E – FY26E CAGR 2.0% 3.5% (0.2%) 8.5% (1.0%) 19.1%

 

 

PRELIMINARY & CONFIDENTIAL Methodology Metric ($MM) Implied Share Price Agg. Value ($MM) Low High Rounded to the nearest $0.25 Public Trading Comparables (1)(2) LTP Case: AV / FY2024E EBITDA: 3.5x - 5.0x LTP Case: AV / FY2025E EBITDA: 3.5x - 5.0x 1,138 1,276 3,982 4,467 5,689 6,382 Discounted Equity Value (3) LTP Case: 3.5x - 5.0x FY2026E EBITDA 1,340 4,986 6,691 Discounted Cash Flow (1) LTP Case: 3.5x - 5.0x Exit Multiple; 8.8% - 9.8% WACC 5,642 7,391 Reference Only: 52 - Week Trading Range Analyst Price Targets (Undiscounted) ( 4 ) Analyst Price Targets (Discounted) ( 4 )( 5 ) Consensus Trading Comparables : AV / FY 2024 E EBITDA : 3 . 5 x - 5 . 0 x ( 1 )( 2 ) Consensus Trading Comparables : AV / FY 2025 E EBITDA : 3 . 5 x - 5 . 0 x ( 1 )( 2 ) Consensus Discounted Equity Value : 3 . 5 x - 5 . 0 x FY 2026 E EBITDA ( 3 ) 4,986 4,548 4,242 4,106 4,109 4,636 6,385 6,560 5,992 5,866 5,870 6,123 1,173 1,174 1,169 Leveraged Buyout (6) LTP Case: 17.5% - 22.5% Target IRR; Exit Multiple Range of 3.5 - 5.0x 5,573 6,401 $11.25 $14.00 $17.00 $20.75 $17.00 $14.50 $12.75 $12.00 $12.00 $15.00 $21.50 $21.00 $25.00 $26.75 $30.75 $25.00 $26.00 $22.75 $22.00 $22.00 $23.50 $26.50 $0 $10 $20 $30 NORSE PRELIMINARY VALUATION ANALYSIS – MORGAN STANLEY Sources: Capital IQ (unaffected date of March 18, 2024, current as of December 20, 2024); LTP Case; Norse management Notes: 1. Reflects $2,689MM of debt as of fiscal Q3 2024 and $677MM of cash comprised of the Company’s cash balance of $397MM as of fiscal Q3 2024 plus $280MM of incremental cash received in connection with the TD program agreement amendment in November 2024 per Norse Management 2. Fully diluted share count of ~174.9MM provided by Norse Management and reflects ~165.0MM basic shares outstanding as of December 20, 2024 and accelerated vesting of outstanding dilutive securities, including ~0.7MM options, ~1.5MM PSUs, and ~7.6MM RSUs 3. Represents present value of implied year - end 2025E share price based on discounted equity value analysis; share prices and cumulative dividends discounted at a ~14.5% cost of equity of Norse 4. Based on median of analyst price targets as of December 20, 2024 excludes price targets of brokers that have revised price targets based on transaction - related news as well as Morningstar’s $38.50 price target (see appendix for list of brokers and price targets) 5. Reflects undiscounted analyst price targets discounted one year at Norse’s ~14.5% cost of equity 6. Implied entry price implied by 17.5 - 22.5% target IRR based on LTP Case; assumes full diluted share count of ~165.6MM, inclusive of ~165.0MM of basic shares as of December 20, 2024 per Norse Management plus vesting of ~0.6MM of options through February 2025; the remaining unvested RSUs and options are assumed to convert to cash compensation consistent with the Bid Group’s proposal on October 17, 2024 Unaffected Share Price: $17.06 Consensus LTP Case 8 Offer Price: $24.25 Bid Group Offer Price: $24.25 Excludes Potential Special Dividend of up to $0.25 and “Stub Period” Dividend Based on $0.19 Quarterly Dividend

 

 

PRELIMINARY & CONFIDENTIAL 9 Implied AV / '24E EBITDA (2) Methodology Assumption Implied Share Price Value Implied AV 52 - Week Trading Range 52 - Wk High: 11/25/24 52 - Wk Low: 01/03/24 $5,238 – $6,649 4.6x – 5.8x Analyst Price Target Range (1) High: 11/27/24 Low: 11/27/24 $4,818 – $6,843 4.2x – 6.0x Premia Paid Analysis Premium to Unaffected: 25% - 40% $6,017 – $6,469 5.3x – 5.7x 4.0x - 5.0x '24E EBITDA of $1,138mm $4,551 – $5,689 4.0x – 5.0x 4.0x - 5.0x '25E EBITDA of $1,276mm $5,106 – $6,382 4.5x – 5.6x Discounted Cash Flow Analysis (4) WACC: 11.00% - 13.00% PGR: 1.5% - 2.5% $5,960 – $7,696 5.2x – 6.8x Public Trading Comparables (2,3) $16.90 $14.50 $21.30 $14.60 $17.75 $21.00 $24.90 $26.00 $23.90 $21.05 $25.00 $30.80 NORSE PRELIMINARY VALUATION ANALYSIS – CENTERVIEW For Reference Only Note: Implied share prices rounded to the nearest $0.05. Fully diluted shares outstanding include basic shares of ~165.0mm as well as full accelerated vesting of dilutive equity securities including options, PSUs and RSUs as of December 20, 2024 per Norse management. Reflects debt of $2,689mm and cash of $397mm as of Q3’24 per Norse management, except where otherwise noted. EBITDA unburdened by amortization of developer reimbursements. (1) High reflects Telsey; Low reflects UBS. (2) Assumes LTP Case. (3) Implied Share Price Values assume debt of $2,689mm as of Q3’24 per Norse management and cash of $677mm ($397mm as of Q3’24 per Norse management pro forma for $280mm of cash received in Q4’24 in connection with the amended program agreement with TD). (4) DCF valuation date of November 2, 2024. Assumes mid - year discounting and LTP Case. (5) Excludes one - time special dividend of up to $0.25 per share and "stub period" dividend based on $0.19 quarterly dividend. Share Price: $17.06 Source: Norse management, LTP Case, company filings and FactSet as of December 20, 2024. Unaffected Bid Group Price Bid Group Disclosure: Proposal Price: $23.00 $24.25 (5)

 

 

PRELIMINARY & CONFIDENTIAL SUPPLEMENTARY MATERIALS 10

 

 

PRELIMINARY & CONFIDENTIAL 11 SUPPLEMENTARY MATERIALS A Morgan Stanley Supporting Valuation Analysis B Centerview Supporting Valuation Analysis C Investor Perspectives on Norse's Valuation Multiple

 

 

PRELIMINARY & CONFIDENTIAL APPENDIX A MORGAN STANLEY SUPPORTING VALUATION ANALYSIS 12

 

 

PRELIMINARY & CONFIDENTIAL 0.9% 5.2% (1.2%) 5.4% (8.8%) (4.3%) 1.6% 1.9% 0.8% 1.5% (4.7%) 0.6% 3.7% 3.7% 3.5% 4.0% 3.2% 4.7% 7.9% 7.7% 7.5% 8.1% 8.1% 8.6% 5.4x 5.5x 4.7x 4.4x 5.1x 3.9x 5.4x 4.9x 4.6x 4.1x 5.2x 3.9x 12.3x 12.3x 9.4x 8.8x 10.8x 6.3x 12.1x 10.7x 8.6x 7.5x 10.2x 6.3x COMPARABLE COMPANY ANALYSIS 13 Sources: Capital IQ as of December 20, 2024; LTP Case Notes: 1. Norse figures add back all depreciation and amortization including amortization of developer reimbursements 2. Norse Current reflects $2,689MM of debt as of fiscal Q3 2024 and $677MM of cash comprised of the Company’s cash balance of $397MM as of fiscal Q3 2024 plus $280MM of incremental cash received in connection with the TD program agreement amendment in November 2024 per Norse Management; Norse Current fully diluted share count of ~174.9MM provided by Norse Management and reflects ~165.0MM basic shares outstanding as of December 20, 2024 and accelerated vesting of outstanding dilutive securities, including ~0.8MM options, ~1.5MM PSUs, and ~7.6MM RSUs on share price of $24.53 as of December 20, 2024 3. Represents Norse as of unaffected date of March 18, 2024 4. Represents Macy’s as of unaffected date of December 8, 2023 CY2025E P / E (x) CY2024E P / E (x) CY2025E AV / EBITDA (x) (1)(2) CY2024E AV / EBITDA (x) (1)(2) CY2024E EBIT Margin (%) CY2024E EBITDA Margin (%) (1) CY’23A – CY’25E EBITDA CAGR (%) (1) CY’23A – CY’25E Revenue CAGR (%) Norse Current Consensus (4) Norse Current LTP Norse Unaffected Consensus (3) Norse Unaffected LTP (3) Morgan Stanley

 

 

PRELIMINARY & CONFIDENTIAL Disclosed Valuation Details Date Price Target Rating Firm Name Discounted Cash Flow 12/5/2024 $38.50 Buy Morningstar 12.3x 2026E EPS 11/27/2024 $26.00 Hold Telsey ~11.0x FY2025E EPS 12/19/2024 $25.00 Hold Gordon Haskett ~5x FY2024E AV / EBITDA 11/26/2024 $25.00 Hold Citi FY25 EPS of $2.05 and 12x P/E. 11/27/2024 $25.00 Hold TD Cowen 4.75x 2Y Forward EV/EBITDA 11/26/2024 $24.00 Hold Goldman Sachs 11.5x FY2025 P/E 11/27/2024 $23.00 Hold Jefferies 11.0x NTM P/E Based on CY2026 EPS 11/26/2024 $23.00 Hold Barclays 22.5x AV/EBITDA FY2025E 11/27/2024 $22.00 Sell Bank of America 10.0x 2026 EPS 11/26/2024 $22.00 Hold Evercore ~10.0x FY2025 EPS 11/29/2024 $22.00 Hold BMO ~4.3x 2026E EBITDA 11/26/2024 $21.00 Sell JP Morgan ~0.3x 2026E AV / Sales 11/27/2024 $14.50 Sell UBS NA 11/27/2024 NA Hold Guggenheim NA 12/9/2024 NA Hold William Blair 12.2x 2025E P/E & 6.8x 2025E AV / EBITDA 12/2/2024 NA Hold KeyBanc NA 11/27/2024 NA NA Morgan Stanley $20.09 (2) $23.00 Median (1) $19.79 (2) $22.65 Mean (1) ANALYST PRICE TARGETS 14 Sources: Capital IQ, Wall Street Equity Research as of December 20, 2024 Notes: 1. Morningstar, KeyBanc, Barclays, Jefferies and Morgan Stanley Price Target excluded from median and mean calculations 2. Represents present value share price discounted using Morgan Stanley's estimated cost of equity of Norse of ~14.5% as of December 20, 2024 For Reference Only Excluded Brokers with Revised Price Targets Based on Transaction - Related News Morgan Stanley

 

 

PRELIMINARY & CONFIDENTIAL $15.57 $17.03 $17.06 $20.86 $21.88 $26.15 $26.74 Current 2024E 2025E $16.10 $20.06 $21.58 $25.80 $17.06 $27.05 $31.55 Current 2024E 2025E AV / NTM Adj. EBITDA of 5.00x Future Share Price (Incl. Dividends) (1) $MM / Share Present Value of Future Share Price (Incl. Dividends) (1) (2) $MM / Share 1. Calculated as NTM EBITDA multiplied by illustrative Adj. EBITDA multiple subtracted by projected net debt divided by fully diluted share count of ~174.9MM provided by Norse Management and reflects ~165.0MM basic shares outstanding as of December 20, 2024 and accelerated vesting of outstanding dilutive securities, including ~0.7MM options, ~1.5MM PSUs, and ~7.6MM RSUs; inclusive of future value of cumulative dividends per share discounted to present value 2. Discounted to October 31, 2024 valuation date at ~14.5% cost of equity of Norse as of December 20, 2024 3. Market data as of unaffected date of March 18, 2024; Current share price as of December 20, 2024 2025E 2024E 2025E 2024E 2025E 2024E 5.0x 1,340 5.0x 1,276 4.3x 1,340 4.3x 1,276 3.5x 1,340 3.5x 1,276 AV / NTM Adj. EBITDA Multiple (x) NTM Adj. EBITDA 6,701 6,382 5,695 5,425 4,690 4,467 Future Aggregate Value (1,441) (1,777) (1,441) (1,777) (1,441) (1,777) ( - ) Net Debt 5,259 4,605 4,254 3,648 3,249 2,691 Future Equity Value 175 175 175 175 175 175 FDSO (1) $30.07 $26.33 $24.32 $20.86 $18.58 $15.38 Future Share Price ($USD) $31.55 $27.05 $25.80 $21.58 $20.06 $16.10 Future Share Price Incl. Dividends 1.25 0.25 1.25 0.25 1.25 0.25 Periods 0.84 0.97 0.84 0.97 0.84 0.97 Discount Factor (2) $25.40 $25.45 $20.54 $20.16 $15.69 $14.87 Discounted Share Price ($USD) $26.74 $26.15 $21.88 $20.86 $17.03 $15.57 Discounted Share Price Incl. Dividends 40.1% 37.1% 14.7% 9.3% (10.8%) (18.4%) Premium / (Discount) to Unaffected 30D VWAP ($19.08) 56.7% 53.3% 28.3% 22.3% (0.2%) (8.7%) Premium / (Discount) to Unaffected ($17.06) (3) 9.0% 6.6% (10.8%) (15.0%) (30.6%) (36.5%) Premium / (Discount) to Current ($24.53) (3) Denotes range on FBF Sources: Capital IQ as of December 20, 2024; LTP Case Notes: ILLUSTRATIVE DISCOUNTED EQUITY VALUE | LTP CASE 3.50x NTM Adj. EBITDA 4.25x NTM Adj. EBITDA AV / NTM Adj. EBITDA of 3.50x AV / NTM Adj. EBITDA of 4.25x 5.00x NTM Adj. EBITDA 15 Morgan Stanley

 

 

PRELIMINARY & CONFIDENTIAL $15.02 $14.94 $17.06 $19.88 $19.18 $24.75 $23.41 Current 2024E 2025E $15.53 $17.59 $20.57 $22.60 $17.06 $25.60 $27.61 Current 2024E 2025E 2025E 2024E 2025E 2024E 2025E 2024E 5.0x 1,169 5.0x 1,174 4.3x 1,169 4.3x 1,174 3.5x 1,169 3.5x 1,174 AV / NTM Adj. EBITDA Multiple (x) NTM Adj. EBITDA 5,845 5,870 4,968 4,990 4,092 4,109 Future Aggregate Value (1,174) (1,518) (1,174) (1,518) (1,174) (1,518) ( - ) Net Debt 4,671 4,352 3,794 3,471 2,917 2,591 Future Equity Value 175 175 175 175 175 175 FDSO (1) $26.70 $24.88 $21.69 $19.85 $16.68 $14.81 Future Share Price ($USD) $27.61 $25.60 $22.60 $20.57 $17.59 $15.53 Future Share Price Incl. Dividends 1.25 0.25 1.25 0.25 1.25 0.25 Periods 0.84 0.97 0.84 0.97 0.84 0.97 Discount Factor (2) $22.55 $24.05 $18.32 $19.19 $14.09 $14.32 Discounted Share Price ($USD) $23.41 $24.75 $19.18 $19.88 $14.94 $15.02 Discounted Share Price Incl. Dividends 22.7% 29.7% 0.5% 4.2% (21.7%) (21.3%) Premium / (Discount) to Unaffected 30D VWAP ($19.08) 37.2% 45.1% 12.4% 16.6% (12.4%) (12.0%) Premium / (Discount) to Unaffected ($17.06) (3) (4.6%) 0.9% (21.8%) (18.9%) (39.1%) (38.8%) Premium / (Discount) to Current ($24.53) (3) AV / NTM Adj. EBITDA of 5.00x Future Share Price (Incl. Dividends) (1) $MM / Share Present Value of Future Share Price (Incl. Dividends) (1)(2) $MM / Share For Reference Only ILLUSTRATIVE DISCOUNTED EQUITY VALUE | CONSENSUS 3.50x NTM Adj. EBITDA 4.25x NTM Adj. EBITDA AV / NTM Adj. EBITDA of 3.50x AV / NTM Adj. EBITDA of 4.25x 5.00x NTM Adj. EBITDA 16 Morgan Stanley Denotes range on FBF Sources: Capital IQ as of December 20, 2024; Capital IQ consensus estimates as of December 20, 2024 Notes: 1. Calculated as NTM EBITDA multiplied by illustrative Adj. EBITDA multiple subtracted by projected net debt divided by fully diluted share count of ~174.9MM provided by Norse Management and reflects ~165.0MM basic shares outstanding as of December 20, 2024 and accelerated vesting of outstanding dilutive securities, including ~0.7MM options, ~1.5MM PSUs, and ~7.6MM RSUs; inclusive of future value of cumulative dividends per share discounted to present value 2. Discounted to October 31, 2024 valuation date at ~14.5% cost of equity of Norse as of December 20, 2024 3. Market data as of unaffected date of March 18, 2024; Current share price as of December 20, 2024

 

 

PRELIMINARY & CONFIDENTIAL Implied Share Price – Increase in NWC calculated from a 2% revenue growth 5.00x 4.25x 3.50x Terminal EBITDA Exit Multiple into perpetuity 9.8% 9.3% 8.8% 9.8% 9.3% 8.8% 9.8% 9.3% 8.8% Discount Rate Present Value of: 2,325 2,346 2,367 2,325 2,346 2,367 2,325 2,346 2,367 Forecasted Free Cash Flow 5,107 5,212 5,320 4,341 4,431 4,522 3,575 3,649 3,724 Terminal Value 7,432 7,558 7,687 6,666 6,777 6,889 5,900 5,995 6,091 Implied Aggregate Value (2,292) (2,292) (2,292) (2,292) (2,292) (2,292) (2,292) (2,292) (2,292) ( - ) Net Debt (3) 5,140 5,266 5,395 4,374 4,484 4,597 3,608 3,702 3,799 Implied Equity Value 175 175 175 175 175 175 175 175 175 Fully Diluted Shares (4) $29.39 $30.11 $30.84 $25.01 $25.64 $26.28 $20.63 $21.17 $21.72 Implied Price Per Share ($USD) 0% (0%) (0%) (1%) (1%) (2%) (3%) (4%) (4%) Implied Perpetuity Growth Rate 20% 23% 26% 2% 5% 7% (16%) (14%) (11%) % Premium / (Discount) to Current (5) 72% 76% 81% 47% 50% 54% 21% 24% 27% % Premium / (Discount) to Unaffected (6) 6.5x 6.6x 6.8x 5.9x 6.0x 6.1x 5.2x 5.3x 5.4x Implied AV / 2024E EBITDA 5.8x 5.9x 6.0x 5.2x 5.3x 5.4x 4.6x 4.7x 4.8x Implied AV / 2025E EBITDA 2028E 2027E 2026E 2025E Q4 2024E FYE February 3 17,074 17,074 16,433 15,819 15,272 4,074 Total Revenues 3.9% 3.9% 3.6% 3.4% % Growth 1,521 1,521 1,406 1,340 1,276 367 Adjusted EBITDA 8.9% 8.9% 8.6% 8.5% 8.4% 9.0% % Margin (469) (497) (493) (531) (552) (131) ( - ) D&A (35) (35) (37) (40) (50) (14) ( - ) Amort. Of Developer Reimbursements 1,017 989 876 769 674 222 EBIT 6% 6% 5% 5% 4% 5% % Margin (275) (267) (236) (208) (182) (61) ( - ) Tax Expense 27% 27% 27% 27% 27% 27% % Effective Tax Rate 469 497 493 531 552 131 (+) D&A 35 35 37 40 50 14 (+) Amort. Of Developer Reimbursements 202 202 196 191 187 47 (+) Right of Use Asset Amort. (288) (288) (279) (272) (267) (67) (+) (Increase) / Decrease in Lease Liabilities (15) (28) (49) (51) (104) 371 (+) (Increase) / Decrease in NWC (469) (469) (452) (435) (430) (179) ( - ) CapEx 676 671 584 566 481 479 Unlevered Free Cash Flow 44% 44% 42% 42% 38% 130% % Free Cash Flow Conversion (2) Terminal Key Assumptions • October 31, 2024 valuation date • Financials presented on January - ending fiscal year • 4.25 - year DCF using mid - year discounting convention • WACC range of ~8.8% - 9.8% • Illustrative effective tax rate in years FY24E - FY28E of 27% per Norse management • Terminal year assumptions (1) : – D&A equal to terminal year CapEx Unlevered Free Cash Flow Forecast (1) $MM, unless otherwise noted ILLUSTRATIVE DISCOUNTED CASH FLOW ANALYSIS | LTP CASE Source: LTP Case Notes: 1. Terminal LTM EBITDA assumes 3.9% terminal revenue growth; 8.9% terminal EBITDA margin 2. Free Cash Flow Conversion represents Unlevered Free Cash Flow divided by Adjusted EBITDA 3. Reflects $2,689MM of debt as of fiscal Q3 2024 and $397MM of cash as of fiscal Q3 2024 per Norse Management 4. Fully diluted share count of ~174.9MM provided by Norse Management and reflects ~165.0MM basic shares outstanding as of December 20, 2024 and accelerated vesting of outstanding dilutive securities, including ~0.7MM options, ~1.5MM PSUs, and ~7.6MM RSUs 5. Unaffected date as of March 18, 2024 6. Current market data as of December 20, 2024 Denotes range on FBF 17 Morgan Stanley

 

 

PRELIMINARY & CONFIDENTIAL Total (%) Amount ($) Multiple (x) Uses Total (%) Amount ($) Multiple (x) Sources 58% $4,016 3.1x Company Equity Value 39% $2,690 2.1x Rollover of Existing Debt 39% 2,690 2.1x Company Existing Debt 1% 100 0.1x Minimum Cash 2% 125 0.1x Estimated Transaction Fees Special Dividend 0.0x 41 1% Total Uses 5.5x $6,972 100% New Transaction Debt 0.4x $450 6% Cash on Balance Sheet 0.7x $830 12% Nordstrom Family Equity Rollover 0.9x $1,209 17% Liverpool Equity Rollover 0.3x $382 5% New Sponsor Equity (5) 1.1x $1,411 20% Total Sources 5.5x $6,972 100% Target Exit Multiple IRR 3.5x 3.9x 4.3x 4.6x 5.0x 17.5% $22.69 $23.67 $24.65 $25.63 $26.60 18.8% $22.40 $23.33 $24.27 $25.20 $26.14 20.0% $22.12 $23.01 $23.91 $24.80 $25.69 21.3% $21.85 $22.71 $23.56 $24.42 $25.27 22.5% $21.60 $22.42 $23.24 $24.06 $24.88 Key Assumptions • Offer price ($24.25 / share) (1) • Incremental $450MM in transaction debt (2) • Assumes incremental $450MM in transaction debt paid off in FY2025 (~83%) and FY2026 (17%) (3) • Assumes ~$66MM per year in Employee Incentive Plan payments starting FY2025 (3) • Assumes pro forma public company cost impact to SG&A of (~$3MM) in FY2025 and FY2026 and of ~$8MM in FY2027 and FY2028 (3) • Min cash of $100MM • Assumes all excess cash flows paid out to Bid Group as dividends • Assumes Family and Liverpool roll current equity stakes • Effective tax rate of 27% • 4.25 - year hold, with illustrative closing date of fiscal Q3 2024 • Entry Multiple based on NTM EBITDA of $1.3Bn (4) • NTM Exit EBITDA of $1.6Bn Illustrative Sources and Uses $MM, unless otherwise noted 18 ILLUSTRATIVE LEVERAGED BUYOUT ANALYSIS | LTP CASE Sources: Capital IQ as of December 20, 2024; LTP Case Notes: 1. Reflects latest Bid Group offer received on October 17, 2024 unless otherwise stated; assumes full diluted share count of ~165.6MM, inclusive of ~165.0MM of basic shares as of December 20, 2024 per Norse Management plus vesting of ~0.6MM of options through February 2025; the remaining unvested RSUs and options are assumed to convert to cash compensation consistent with the Bid Group’s proposal on October 17, 2024 2. Incremental $450MM assumed draw from ABL at an assumed rate of SOFR + 150 bps based on draft commitment letters 3. Based on December 2024 Norse Rating Agency Presentation assumptions; pro forma public company cost impact to SG&A in 2025 and 2026 includes $10MM of incremental credit card costs 4. Reflects $2,689MM of debt as of fiscal Q3 2024 and $397MM of cash as of fiscal Q3 2024 per Norse Management 5. Includes total new equity contributions from Family and Liverpool; includes Liverpool Loan to Parent SPV for new equity contribution; assumes incremental purchase equity on updated share count vs. October 17, 2024 offer funded via SPV loan Exit Multiple / Target IRR Implied $ per Share Entry = Exit for 17.5 - 22.5% IRR Denotes range on FBF A 20% Internal Rate of Return Implies an $24 Entry Price (~4.9x Entry Multiple) Morgan Stanley

 

 

PRELIMINARY & CONFIDENTIAL High Low Base Notes Assumption 4.5% 4.5% 4.5% Spot Rate on 10 - Year U.S. Treasury as of 12/20/2024 Risk Free Rate (R f ) 6.0% 6.0% 6.0% Morgan Stanley Estimated Market Risk Premium Market Risk Premium (MRP) 1.66 1.66 1.66 Predicted U.S. Local Beta per Barra Predicted Beta 1.0% (1.0%) +/ - 1.0% from Base Sensitivity Adjustment 15.5% 13.5% 14.5% Calculated Using the Capital Asset Pricing Model Cost of Equity (K E ) 4.9% 4.9% 4.9% Weighted Average Cost of Debt Pre - tax Cost of Debt (K D ) 27.0% 27.0% 27.0% Per Management Guidance Tax Rate (t) 3.5% 3.5% 3.5% Post - tax Cost of Debt (K D ) 47.4% 47.4% 47.4% Based on Current Capital Structure Debt / Total Capitalization 9.8% 8.8% 9.3% KE * E/(D+E) + KD * (1 - t) * D/(D+E) Weighted Average Cost of Capital (WACC) WACC Calculation Key Assumptions • Cost of Equity: Calculated using the Capital Asset Pricing Model • Risk Free Rate: Based on 10 - year U.S. Treasury as of current market date of December 20, 2024 • Predicted Beta: Predicted U.S. Local Beta per Barra as of unaffected date of March 18, 2024 • Cost of Debt: Norse’s current weighted average cost of debt • Tax Rate: Implied long - term tax rate of 27% as provided in LTP Case • Capital Structure: Norse’s current debt / total capitalization ratio (1) ILLUSTRATIVE WEIGHTED AVERAGE COST OF CAPITAL ANALYSIS Sources: Company filings, Capital IQ as of unaffected date of March 18, 2024 and current market date of December 20, 2024 for Risk Free Rate Note: 1. Reflects $2,689MM of debt as of fiscal Q3 2024 per Norse Management and market value of Norse equity as of unaffected date of March 18, 2024 19 Morgan Stanley

 

 

PRELIMINARY & CONFIDENTIAL APPENDIX B CENTERVIEW SUPPORTING VALUATION ANALYSIS 20

 

 

PRELIMINARY & CONFIDENTIAL 21 3.7x 3.9x 3.3% 3.2% (16.3%) (8.8%) (4.7%) 5.2x 5.1x 6,370 1,647 (51.7%) 14.17 Kohl's 2.6x 2.7x 3.9% 3.9% (15.9%) (9.7%) (3.2%) 4.6x 4.5x Peer Median (0.6x) 0.6x 9.1% 10.9% (19.6%) (19.2%) (2.2%) 8.8x 7.1x 6,320 6,908 (8.7%) $434.34 Memo: Dillard's 2.0x 2.3x 3.8% 3.7% 0.2% 0.9% 1.6% 5.4x 5.4x 6,303 4,291 (1.5%) $24.53 Current (5) Norse (Cons.) 2.0x 2.3x 4.4% 3.7% 9.0% 5.2% 1.9% 4.9x 5.5x 6,303 4,291 (1.5%) $24.53 Norse (LTP Case) Unaffected (6) 2.0x 2.3x 3.6% 3.5% (2.5%) (1.2%) 0.8% 4.6x 4.7x 5,202 2,891 (26.8%) $17.06 Norse (Cons.) 2.0x 2.3x 4.4% 3.9% 8.5% 5.4% 1.6% 4.1x 4.4x 5,202 2,891 (26.8%) $17.06 Norse (LTP Case) AV / Adj. EBITDA (1) '23A - '25E CAGR EBIT Margin (3) Net Leverage (4) Gross Leverage (4) 2025E 2024E EBIT (2) Total Revenues EBITDA (1,2) 2025E 2024E Aggregate Value Market Cap % of 52 - Wk. High Share Price Company 1.4x 1.6x 4.5% 4.5% (15.4%) (10.7%) (1.8%) 3.9x 3.8x $7,201 $4,649 (24.6%) $16.24 Macy's NORSE COMPARABLE COMPANIES ANALYSIS Source: Norse management, LTP Case, company filings, FactSet and Capital IQ as of December 20, 2024. Note: Dollars in millions except per share figures. Reflects fiscal years. (1) Norse EBITDA figures add back amortization of developer reimbursement. (2) EBIT and EBITDA reflect adjusted figures. (3) EBIT margin shown as % of total revenue. (4) Debt figures do not include operating leases, but include finance leases and LTM EBITDA does not add back rent. (5) Norse Current figures pro forma for $280mm of cash received in Q4’24 in connection with the amended program agreement with TD. (6) Reflects Norse share price, capitalization, consensus estimates and Management projections as of unaffected date of March 18, 2024. November 2023 LTP Case reviewed by the Board. Selected Department Store Peers Centerview

 

 

PRELIMINARY & CONFIDENTIAL 22 DISCOUNTED CASH FLOW ANALYSIS Assumes LTP Case Source: LTP Case, Norse management and Wall Street research. Note: Dollars in millions, except per share amounts and where otherwise noted. Share prices rounded to nearest $0.10. Assumes valuation date and balance sheet information as of November 2, 2024. Reflects fiscal periods. Reflects debt of $2,689mm and cash of $397mm as of Q3’24 per Norse management. Fully diluted shares outstanding include basic shares of ~165.0mm as well as full accelerated vesting of dilutive equity securities including options, PSUs and RSUs as of December 20, 2024 per Norse management. (1) (2) (3) (4) LTP Case. Represents normalized depreciation & net working capital. Change in net working capital reflects midpoint of perpetuity growth rate range. EBITDA unburdened by amortization of developer reimbursements. Reflects sum of Right - of - Use Asset Amortization and Change in Lease Liabilities. Unlevered Free Cash Flow Detail Perpetuity Growth Rate Method Centerview Projection Period (1) Terminal (2) 2028E 2027E 2026E 2025E Q4'24 $16,525 $16,525 $15,910 $15,319 $14,792 $3,967 Net Sales $1,521 $1,521 $1,406 $1,340 $1,276 $367 EBITDA (3) (469) (532) (530) (571) (602) (145) ( - ) Total D&A (284) (267) (236) (208) (182) (61) ( - ) Taxes $768 $722 $639 $561 $492 $162 NOPAT 469 497 493 531 552 131 (+) D&A, Net – 35 37 40 50 14 (+) Developer Reimbursement Amort. (86) (86) (83) (81) (80) (20) ( - ) Cash Lease Expense Adj. (4) (15) (28) (49) (51) (104) 371 ( - /+) Δ in NWC (469) (469) (452) (435) (430) (179) ( - ) Capex $667 $671 $584 $566 $481 $479 Unlevered FCF Implied Share Price Implied Terminal LTM EBITDA Multiple Perpetuity Growth Rate 1.5% 2.0% 2.5% $27.60 $29.10 $30.80 $24.00 $25.20 $26.50 Perpetuity Growth Rate 1.5% 2.0% 2.5% 5.0x 5.2x 5.5x 4.5x 4.7x 5.0x WACC 11.00% 12.00% 13.00% $21.00 $21.90 $23.00 4.1x 4.3x 4.5x

 

 

PRELIMINARY & CONFIDENTIAL 23 ILLUSTRATIVE WACC ANALYSIS Source: Company filings, Kroll, Bloomberg and FactSet as of December 20, 2024, except where otherwise noted. Note: U.S. dollars in millions. (1) Represents two - year weekly beta (based on local index) per Bloomberg. (2) Calculated as (Levered Beta / (1 + ((1 - Tax Rate) * Debt / Equity)). (3) Figures exclude finance leases. (4) Reflects Norse figures as of September 3, 2024. (5) Reflects Norse figures as of March 18, 2024. (6) Reflects current U.S. 20 - year treasury note yield. (7) Reflects Macy’s unlevered beta. (8) Reflects Macy’s debt / equity. (9) Reflects the levering of Macy’s unlevered beta at Macy’s debt / equity ratio. Levered Beta = (Unlevered Beta) * (1 + (1 - Tax Rate) * (Debt / Equity)). (10) Reflects U.S. Long - Horizon Equity Risk Premium per Kroll. (11) Reflects size premium per Kroll Valuation Handbook. (12) Calculated as Risk - Free Rate + (Historical Risk Premium * Levered Beta) + Size Premium. (13) Assumes illustrative cost of debt based on trading yields on bonds for Norse and selected peers. (14) Reflects Norse management long - term tax rate. (15) WACC equals ((Debt/Capitalization) * After - Tax Cost of Debt) + (Equity/Capitalization * Levered Cost of Equity)). Centerview WACC Analysis Beta Levered (1) Unlevered (2) Market Cap. Debt / Equity Company Debt (3) 62% 2,890 4,649 0.94 1.38 Macy's 139% 2,284 1,647 0.57 1.18 Kohl's 63% $2,689 $4,291 0.98 1.43 Norse - Current 68% $2,689 $3,983 1.26 1.88 Norse - Price Disclosure (4) 102% $2,939 $2,891 1.11 1.94 Norse - Unaffected (5) 13.2% 12.9% 12.6% 12.2% 11.9% 11.6% 13.0% 12.7% 12.4% 12.0% 11.7% 11.4% 12.8% 12.5% 12.2% 11.9% 11.6% 11.3% 12.7% 12.4% 12.1% 11.8% 11.5% 11.2% 7.75% Pre - Tax Cost of Debt (13) WACC Sensitivity Analysis (Peer - Based) (15) 27.0% Tax Rate (14) Unlevered Beta Debt / Debt / 4.79% Risk - Free Rate (6) 0.94 Unlevered Beta (7) 62% Debt / Equity (8) 1.36 Levered Beta (9) 7.17% Historical Risk Premium (10) 0.95% (11) 5.7% After - Tax Cost of Debt 1.15 1.10 1.05 1.00 0.95 0.90 Equity Cap. 11.7% WACC (15) 50% 75% 33% 43% 38.3% D / (D+E) 100% 50% 61.7% E / (D+E) 125% 56% Peer - Based WACC Size Premium Cost of Equity (12) 15.5%

 

 

PRELIMINARY & CONFIDENTIAL 24 0.50 0.60 0.80 0.70 0.90 1.00 1.10 1.20 1.30 1.40 1.50 Dec - 22 Mar - 23 Jun - 23 Sep - 23 Dec - 23 Mar - 24 Jun - 24 Sep - 24 Dec - 24 BETAS OVER TIME Source: Bloomberg as of December 20, 2024. Note: Represents two - year weekly beta based on the local index. (1) Reflects Norse unlevered beta as of March 18, 2024. (2) Reflects Norse unlevered beta as of September 3, 2024. Rolling Two - Year Weekly Unlevered Beta – Last Two Years 0.98 0.94 0.57 Norse Macy’s Kohl’s 1.26 Pre - Price Disclosure (2) 2Y Avg: 1.16 2Y Avg: 0.96 2Y Avg: 1.18 1.11 Unaffected (1) Centerview

 

 

PRELIMINARY & CONFIDENTIAL 25 SELECTED DEPARTMENT STORE BOND YIELDS Source: FactSet as of December 20, 2024. Note: Dollars in millions. Reflects bonds with greater than $100mm principal balance outstanding for Norse and peers. (1) Represents ICE BofA US High Yield (BB) index and ICE BofA US Issuers High Yield Retail index, respectively. Current US High Yield (BB) index yield of 6.40% and US High Yield Retail index yield of 7.39% (1) Amt. Maturity Issue YTW Out. Date Date 6.11% $350 03/2027 03/2017 6.09% $300 03/2028 03/1998 6.46% $500 04/2030 11/2019 6.57% $425 08/2031 07/2021 7.72% $149 01/2038 12/2007 7.51% $966 01/2044 06/2014 Amt. Maturity Issue YTW Out. Date Date 6.55% $326 04/2029 03/2021 6.85% $425 03/2030 03/2022 7.19% $425 03/2032 03/2022 8.78% $181 07/2034 07/2020 6.76% $367 12/2034 11/2014 7.89% $193 03/2037 03/2007 7.80% $250 01/2042 01/2012 7.28% $250 02/2043 11/2012 YTW Amt. Out. Maturity Issue Date 6.21% $353 07/2025 07/2015 8.96% $500 05/2031 03/2021 10.77% $112 01/2033 11/2002 10.60% $101 12/2037 09/2007 9.54% $427 07/2045 07/2015 Norse Macy's Kohl's Centerview

 

 

PRELIMINARY & CONFIDENTIAL 26 PRECEDENT INDUSTRY TRANSACTIONS Selected U.S. Department Store Transactions Source: Company filings, FactSet and Wall Street research. Note: Dollars in billions. (1) Based on Wall Street broker estimates for CY 2024. AV / LTM EBITDA AV / LTM Revenue Aggregate Value Acquiror Announcement Date Target 6.3x 0.68x $2.8 Sycamore Partners Aug - 15 Belk 9.1x 1.31x 6.1 CPPIB & Ares Sep - 13 Neiman Marcus 10.9x 0.91x 2.9 HBC Jul - 13 Saks 9.1x 0.91x 2.9 Median 8.8x 0.97x 3.9 Average Memo - Unconsumated Transactions Jul - 24 Neiman Marcus HBC Jun - 24 Macy's Arkhouse & Brigade $2.7 ~0.6x ~8.6x 9.2 0.39x 4.2x Macy’s Board unanimously determined that the proposal remains non - actionable and fails to provide compelling value to Macy’s shareholders Transaction remains contingent on additional financing (1) (1) (Proposal Date) Centerview

 

 

PRELIMINARY & CONFIDENTIAL Disclosed Valuation Details Date Price Target Rating Firm Name Discounted Cash Flow 12/5/2024 $38.50 Buy Morningstar 12.3x 2026E EPS 11/27/2024 $26.00 Hold Telsey ~11.0x FY2025E EPS 12/19/2024 $25.00 Hold Gordon Haskett ~5x FY2024E AV / EBITDA 11/26/2024 $25.00 Hold Citi FY25 EPS of $2.05 and 12x P/E. 11/27/2024 $25.00 Hold TD Cowen 4.75x 2Y Forward EV/EBITDA 11/26/2024 $24.00 Hold Goldman Sachs 11.5x FY2025 P/E 11/27/2024 $23.00 Hold Jefferies 11.0x NTM P/E Based on CY2026 EPS 11/26/2024 $23.00 Hold Barclays 22.5x AV/EBITDA FY2025E 11/27/2024 $22.00 Sell Bank of America 10.0x 2026 EPS 11/26/2024 $22.00 Hold Evercore ~10.0x FY2025 EPS 11/29/2024 $22.00 Hold BMO ~4.3x 2026E EBITDA 11/26/2024 $21.00 Sell JP Morgan ~0.3x 2026E AV / Sales 11/27/2024 $14.50 Sell UBS NA 11/27/2024 NA Hold Guggenheim NA 12/9/2024 NA Hold William Blair 12.2x 2025E P/E & 6.8x 2025E AV / EBITDA 12/2/2024 NA Hold KeyBanc NA 11/27/2024 NA NA Morgan Stanley $23.00 Median (1) $22.65 Mean (1) $19.79 (2) $20.09 (2) ANALYST PRICE TARGETS 27 Excluded Brokers with Revised Price Targets Based on Transaction - Related News Centerview Analyst price targets above unaffected Norse share price of $17.06 and below current share price of $24.53 Source: Wall Street Equity Research, Market Data as of December 20, 2024. (1) Morningstar, KeyBanc, Barclays and Morgan Stanley price targets excluded from median and mean calculations.

 

 

PRELIMINARY & CONFIDENTIAL 28 +20% +21% +33% +41% 10th Percentile 25th Percentile Median 75th Percentile PREMIUMS PAID VS. UNAFFECTED FOR U.S. RETAIL TARGETS Source: Company filings and FactSet. Note: Unaffected date represents date before leak or rumor of potential transaction. Share Price Premiums vs. Unaffected Share Price Centerview ▪ Reflects transactions for public U.S. - based retail operators in the last 10 years ▪ TEV greater than $1bn ▪ Excludes food retail, internet retail, drug store & convenience and branded apparel store - operators ▪ Excludes out of bankruptcy court auctions Reflects 7 transactions in last 10 years Bid group proposal of $24.25 relative to Norse unaffected price (3/18/2024): +42%

 

 

PRELIMINARY & CONFIDENTIAL 29 2.0x 2.5x 3.0x 3.5x 4.5x 5.5x 6.0x Dec - 22 4.1x 4.0x Mar - 23 Jun - 23 Sep - 23 Dec - 23 Mar - 24 Jun - 24 Sep - 24 Dec - 24 MULTIPLES OVER TIME Source: Company filings, FactSet as of December 20, 2024. 3.5x 5.1x 5.0x 5.7x +38.0% 3.9x +9.8% 5.2x +2.7% Norse Macy’s Kohl’s AV / NTM EBITDA Multiples – Last Two Years July 4, 2024: HBC / Neiman announced Median Peer NTM Multiple: 4.7x Dec. 8, 2023: Leak of buyout bid from Arkhouse Management & Brigade Capital of $21 per share Median Peer NTM Multiple: 4.9x March 19, 2024: Leak of Norse take - private Median Peer NTM Multiple: 4.9x Centerview

 

 

PRELIMINARY & CONFIDENTIAL 30 $0 $5 $10 $20 $16.49 $15 $25 $30 $35 Dec - 22 Mar - 23 Jun - 23 Sep - 23 Dec - 23 Mar - 24 Jun - 24 Sep - 24 Dec - 24 TWO - YEAR SHARE PRICE PERFORMANCE Source: FactSet as of December 20, 2024. Share Price Performance – Last Two Years +55.2% $24.53 +48.8% (18.9%) (41.1%) Norse Macy’s Kohl’s S&P 500 March 19, 2024: Leak of Norse take - private 1 - Day Share Price Reaction: +13.6% September 4, 2024: Norse 13 - D filed; formation of Bid Group and price disclosure 1 - Day Share Price Reaction: (0.2%) February 11, 2024: Special Committee formed May 3, 2024: Sycamore named in Norse take - private leak June 19, 2024: Process letter shared with E&P Centerview

 

 

PRELIMINARY & CONFIDENTIAL APPENDIX C INVESTOR PERSPECTIVES ON NORSE'S VALUATION MULTIPLE 31

 

 

PRELIMINARY & CONFIDENTIAL 32 Off - Price Retail Kohl's Macy's Current (12/8/2023) Norse Current (3/18/2024) 33.5% (50.8%) (19.8%) (24.3%) 33.4% 3.0% L1Y ∆ 47.9% (43.1%) (19.4%) (36.4%) 48.8% (36.5%) L2Y ∆ 36.8% (69.8%) (31.1%) 51.0% 22.0% (59.9%) L3Y ∆ 29.4% (72.0%) 0.2% (45.1%) (39.7%) (61.4%) L5Y ∆ 0 50 100 150 200 Dec - 19 Jun - 20 Dec - 20 Jun - 21 Dec - 21 Jun - 22 Dec - 22 Jun - 23 Dec - 23 (39.7%) (72.0%) +0.2% SECTOR SHARE PRICE PERFORMANCE OVER TIME Source: Capital IQ as of December 20, 2024 Notes: 1. Represents Norse as of unaffected date of March 18, 2024 2. Market data as of December 20, 2024 3. Represents Macy’s as of unaffected date of December 8, 2023 4. Off - Price Retail Peers include ROST, TJX and BURL Share Price Performance Over Time Indexed to 100; Since December 20, 2019 250 (3) Macy's Unaffected Norse Unaffected (1) (4) Post Norse Unaffected Period To Current (2) May 30, 2024: Norse reports Q1 FY2024 earnings aftermarket; Share Price increased +5.1% day after earnings January 22, 2024: Macy’s announces it will not enter into an agreement with Arkhouse and Brigade March 18, 2024: Norse unaffected share price of $17.06 Jun - 24 Dec - 24 July 3, 2024: Saks parent HBC announced it will acquire Neiman Marcus in a $2.65Bn deal December 8, 2023: Macy’s unaffected share price of $17.39 August 27, 2024: Norse reports Q2 FY2024 earnings aftermarket; Share Price increased +4.2% day after earnings July 15, 2024 Macy’s terminates discussions with Arkhouse and Brigade November 26, 2024: Norse reports Q3 FY2024 earnings aftermarket; Shares fall (1.1%) on the day

 

 

PRELIMINARY & CONFIDENTIAL 33 SECTOR VALUATION MULTIPLES OVER TIME Source: Capital IQ as of December 20, 2024 Notes: 1. Represents Norse as of unaffected date of March 18, 2024 2. Market data as of December 20, 2024; for Norse Current Today, reflects $2,689MM of debt as of fiscal Q3 2024 and $397MM of cash as of fiscal Q3 2024 per Norse Management 3. Represents Macy’s as of unaffected date of December 8, 2023 4. Off - Price Retail Peers include ROST, TJX and BURL AV / NTM EBITDA Over Time Since December 20, 2019 Post Norse Unaffected Period To Current December 8, 2023: Macy’s unaffected multiple of 3.7x November 17, 2022: Kohl’s announces they will not engage in transformative transactions; multiple of 5.6x January 21, 2022: Kohl’s unaffected multiple of 4.0x January 24, 2022: News of takeover offer; Kohl’s affected multiple of 5.1x May 30, 2024: Norse reports Q1 FY2024 earnings aftermarket; multiple of 5.1x March 18, 2024: Norse unaffected multiple of 4.7x August 27, 2024: Norse reports Q2 FY2024 earnings aftermarket; multiple of 5.5x Saks parent HBC announced it will acquire Neiman Marcus in a $2.65Bn deal (4) Kohl's Off - Price Retail Macy's Current Macy's Unaffected (3) (12/8/2023) (2) Norse Current Norse Unaffected (1) (3/18/2024) 16.1x 5.2x 3.9x 3.7x 5.7x 4.7x Today 15.3x 5.2x 3.6x 3.1x 5.2x 4.4x L1Y Avg. 14.6x 5.2x 3.3x 3.2x 5.2x 4.4x L2Y Avg. 13.8x 5.0x 3.3x 3.8x 5.0x 5.0x L3Y Avg. 14.7x 5.0x 4.4x 4.5x 5.2x 5.2x L5Y Avg. November 26, 2024: Norse reports Q3 FY2024 earnings aftermarket; multiple of 5.4x 2.0x 0.0x 4.0x 8.0x 10.0x 12.0x Dec - 19 Jun - 20 Dec - 20 Jun - 21 Dec - 21 Jun - 22 Dec - 22 Jun - 23 Dec - 23 Jun - 24 Dec - 24 July 3, 2024: 5.7x 5.2x 3.9x 6.0x 5.6x 5.1x 4.4x

 

 

PRELIMINARY & CONFIDENTIAL 34 $17.06 $18.66 $18.74 $19.98 $21.03 $21.14 $22.78 $24.62 – 10.0 15.0 20.0 10 15 20 25 30 35 3/15 4/29 5/13 5/28 6/11 6/26 7/11 7/25 8/8 8/22 9/6 9/20 10/4 10/18 11/1 +43.8% $24.53 (23.5%) 5.0 (43.4%) NORSE’S SHARE PRICE SINCE UNAFFECTED DATE Source: Capital IQ Note: 1. Market data as December 20, 2024 11/15 12/2 12/16 Norse Volume (MM) Share Price Performance and Trading Volume Over Time (1) Since March 18, 2024 Share Price ($) May 30, 2024: Norse reports Q1 FY2024 earnings aftermarket. Beats on consensus revenue estimates, misses on EPS, and reaffirms guidance Average Volume: 2.6MM Norse Macy’s Kohl’s March 19, 2024: Reuters report of Norse’s potential take - private Volume (MM) 3/18 4/1 4/15 March 18, 2024: Unaffected date May 2, 2024: Rumors of Sycamore Partners’ participation on potential take - private transaction September 4, 2024: Offer Disclosure August 27, 2024: Norse reports Q2 FY2024 earnings aftermarket. In - line with consensus revenue estimates and beats on consensus EBIT and EPS estimates. Raised low - ends of all guidance ranges November 26, 2024: Norse reports Q3 FY2024 earnings aftermarket. Beats on consensus revenue, EBIT and EPS estimates. Raised low - ends of revenue and comparable sales growth guidance ranges April 18, 2024: Erik and Pete Nordstrom file Schedule 13D; Announce formation of Special Committee

 

 

PRELIMINARY & CONFIDENTIAL 35 LEGAL DISCLAIMER – MORGAN STANLEY We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. We have prepared this document and the analyses contained in it based on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. We have not independently verified and do not necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates. Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors. This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein. © Morgan Stanley and/or certain of its affiliates. All rights reserved.

 

 

PRELIMINARY & CONFIDENTIAL 36 LEGAL DISCLAIMER – CENTERVIEW This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Norse ("the Special Committee") and for no other purpose. The information contained herein is based upon information supplied by or on behalf of the Company and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by the Company and approved for our use by the Special Committee. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or any other entity, or concerning the solvency or fair value of the Company or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company, and at the direction of the Special Committee Centerview has relied upon such forecasts, as provided by the Company’s management, with respect to the Company. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of the Company. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Board of Directors of the Company (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of the Company or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview.