Nordstrom (NYSE:JWN) fell 2.3% as it was cut to sell from neutral at Citi on unfavorable risk/reward along with its planned sale to the Nordstrom family and El Puerto de Liverpool.

"With JWN trading at $23.96, we believe the risk/reward skews negative," Citi analyst Paul Lejuez wrote in a note. "The transaction may very well go through as planned, but given the circumstances, the probability is not 100%."

Lejuez "certainly"  doesn't see a higher price being offered, especially given the risks to the business, meaning there is only 1% upside to $24.25 a share deal. If the deal isn't completed, he sees potential downside of as much as 30%. 

Lejuez cut the Nordstrom (NYSE:JWN) price target to $22 from $25.

Nordstrom (JWN) in December announced its  $24.25 a share sale to the Nordstrom family and El Puerto de Liverpool.