Neiman Marcus Group LLC

09/11/2024 | Press release | Distributed by Public on 09/11/2024 19:53

NMG Holding Company, Inc. and The Neiman Marcus Group LLC Announce Expiration and Final Results of Exchange Offer for Outstanding 7.125% Senior Secured Notes due 2026 and[...]

NEW YORK, Sept. 11, 2024/PRNewswire/ -- NMG Holding Company, Inc., a Delawarecorporation, and The Neiman Marcus Group LLC, a Delawarelimited liability company (together, the "Issuers"), today announced the expiration and final results of the previously announced offer to exchange (the "Exchange Offer") any and all of the Issuers' outstanding 7.125% Senior Secured Notes due 2026 (the "Old Notes") held by Eligible Holders (as defined below) for newly issued 8.500% Senior Secured Notes due 2028 (the "Exchange Notes" and the issuance thereof, the "Exchange Notes Issuance") to be issued by the Issuers and guaranteed by existing and future wholly-owned domestic subsidiaries of the Issuers and cash, as set forth in, and upon the terms and subject to the conditions of, the confidential offering memorandum and consent solicitation statement, dated August 13, 2024(as supplemented or otherwise modified from time to time, the "Exchange Offering Memorandum").

As of 5:00 P.M., New York Citytime, on September 11, 2024(the "Expiration Date"), the Issuers received from Eligible Holders valid and unwithdrawn tenders and related Consents (as defined below), as reported by D.F. King & Co., Inc. (the "Exchange Agent"), representing $1,091,836,000in aggregate principal amount of Old Notes, or approximately 99.3% of the aggregate principal amount of Old Notes outstanding, as further specified in the table below. As a result, the Minimum Participation Condition (as defined in the Exchange Offering Memorandum) has been satisfied.

Title of
Series of
Old Notes


CUSIP No. /
ISIN(1)


Aggregate
Outstanding
Principal
Amount


Tender Date


Principal Amount
Tendered


Exchange
Consideration to be
Receivedfor Each
$1,000 Principal
Amount of Old
Notes Validly
Tendered and
Accepted for
Exchange(2)

7.125%
Senior
Secured
Notes due
2026


144A: 62929R
AC2 /
US62929RAC25

Reg S: U7360R
AB2 /
USU7360RAB25


$1,100,000,000


At or prior to the
Early Tender
Date


$1,091,836,000


$1,000 in principal
amount of Exchange
Notes and
$2.51869328 in
cash(3)(4)

After the Early
Tender Date and
at or prior to the
Expiration Date


$0


$950 in principal
amount of Exchange
Notes



(1)

No representation is made as to the correctness or accuracy of the CUSIP numbers or ISINs listed in this press release, the Exchange Offering
Memorandum or printed on the Old Notes. Such CUSIP numbers and ISINs are provided solely for the convenience of the holders of Old
Notes.

(2)

For each $1,000 principal amount of Old Notes validly tendered and accepted for exchange, the Issuers will pay accrued and unpaid interest
in addition to the Early Exchange Consideration or Late Exchange Consideration (each as defined in the Exchange Offering Memorandum),
as applicable, to, but excluding, the settlement date for the Exchange Offer (the "Settlement Date"). Interest on the Exchange Notes will
accrue from the Settlement Date. No consideration will be paid for Consents in the Consent Solicitation (as defined below). The Early
Exchange Consideration and the Late Exchange Consideration, as applicable, will be paid on the Settlement Date.

(3)

For each $1,000 principal amount of Old Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted
for exchange, Eligible Holders of Old Notes were eligible to receive an amount equal to $1,000 principal amount of Exchange Notes and an
amount of cash equal to the product of (x) $2.75 million divided by the aggregate principal amount of Old Notes validly tendered (and not
validly withdrawn) at or prior to the Early Tender Date and (y) 1,000.

(4)

The Old Notes will only be accepted for exchange by the Issuers in minimum principal amounts of $2,000 and integral multiples of $1,000
thereafter. The Issuers will not accept any tender of Old Notes that would result in the issuance of less than $2,000 principal amount of
Exchange Notes. The Exchange Notes will only be issued in minimum principal amounts of $2,000 and integral multiples of $1.00 in excess
thereof. If, under the terms of the Exchange Offer, a tendering holder is entitled to receive Exchange Notes in a principal amount that is not
an integral multiple of $1.00, the Issuers will round downward such principal amount of Exchange Notes to the nearest integral multiple of
$1.00. This rounded amount will be the principal amount of Exchange Notes that Eligible Holders will receive, and no additional cash will
be paid in lieu of any principal amount of Exchange Notes not received as a result of rounding down.

In addition, as previously announced, as of 5:00 P.M., New York Citytime, on August 27, 2024(the "Early Tender Date"), the Issuers received the requisite number of consents (the "Consents") in the concurrent consent solicitation (the "Consent Solicitation") from Eligible Holders of the Old Notes to adopt certain proposed amendments to the indenture governing the Old Notes, dated as of March 30, 2021(as amended or supplemented from time to time, the "Old Notes Indenture"), to eliminate substantially all of the restrictive covenants and certain of the default provisions, modify covenants regarding mergers and consolidations, and modify or eliminate certain other provisions, including removing the requirement that the Issuers make an offer to repurchase the Old Notes if the Issuers experience certain change of control transactions, releasing the guarantees provided by the guarantors of the Old Notes and eliminating any requirement to provide guarantees in the future with respect to the Old Notes, as well as releasing the liens on all of the collateral securing the Old Notes and eliminating any requirement to provide collateral in the future with respect to the Old Notes (collectively, the "Proposed Amendments"). On August 27, 2024, the Issuers entered into a supplemental indenture with the trustee for the Old Notes and the guarantors party thereto to reflect the Proposed Amendments, but the Proposed Amendments will become operative only upon, and subject to, the consummation of the Exchange Offer on the Settlement Date.

The settlement of the Exchange Offer is expected to occur on September 13, 2024, subject to, and conditioned upon, the satisfaction or, if permitted, waiver by the Issuers of, the Intercreditor Amendment Condition, the ABL Amendment Condition, the HBC Consent Condition, the Merger Condition and the General Conditions (each as defined in the Exchange Offering Memorandum). Following the consummation of the Exchange Offer on the Settlement Date, the Issuer expects the aggregate principal amount of Old Notes outstanding to be $8,164,000and the aggregate principal amount of Exchange Notes outstanding to be $1,091,836,000.

The Exchange Notes and the offering thereof have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), or any state or foreign securities laws. The Exchange Offer and Consent Solicitation was only made, and the Exchange Notes are only being offered and issued, to holders of Old Notes that are (a) reasonably believed to be qualified institutional buyers in reliance on Rule 144A promulgated under the Securities Act or (b) non-U.S. persons, in transactions outside the United States, in reliance on Regulation S under the Securities Act (such holders, the "Eligible Holders").

D.F. King & Co., Inc. has been appointed as the exchange agent and information agent for the Exchange Offer and Consent Solicitation. Questions concerning the Exchange Offer and the Consent Solicitation may be directed to the Dealer Managers or the Exchange Agent, in accordance with the contact details shown on the back cover of the Exchange Offering Memorandum.

About the Issuers

The Issuers are subsidiaries of NMG Parent LLC, the parent company of leading U.S. multi-brand luxury retailers Neiman Marcusand Bergdorf Goodman. The company successfully transformed itself into a profitable luxury relationship business by Revolutionizing Luxury Experiences for customers, brand partners, communities, and associates. Its differentiated business model is anchored around integrated retail, an expertly curated product assortment, and a sales-assisted approach. The company's culture of Belonging, powered by its approximately 10,000 associates, celebrates the individual talents that form its collective strength.

No Offer or Solicitation

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Exchange Notes Issuance, the Exchange Offer and the Consent Solicitation, or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United Statesabsent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made herein may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including any statements regarding the consummation of the Exchange Offer and the Consent Solicitation. Any statements that are not statements of historical fact should be considered forward-looking statements. In many cases, forward-looking statements can generally be identified by the use of forward-looking terminology such as "may," "plan," "predict," "expect," "estimate," "intend," "would," "will," "could," "should," "anticipate," "believe," "project" or "continue" or the negative thereof or other similar expressions. The forward-looking statements contained in this press release reflect our views as of the date of this press release and are based on our expectations and beliefs concerning future events, as well as currently available data as of the date of this press release. While we believe there is a reasonable basis for our forward-looking statements, they involve a number of risks, uncertainties, assumptions and changes in circumstances that may cause actual results, performance or achievements to differ significantly from those expressed or implied in any forward-looking statement, including, but not limited to, the adverse impact of failing to consummate the Exchange Offer and the Consent Solicitation and the risk that an insufficient number of Eligible Holders participate in the Exchange Offer and tender their Old Notes. Therefore, these statements are not guarantees of future events, results, performance or achievements and you should not rely on them.

All forward-looking statements included in this press release are based on information available to the Issuers as of the date on which such statements were made and the Issuers assume no obligation to update or revise any forward-looking statements to reflect events or circumstances that occur after such statements are made, except as required by law.

For questions concerning the Exchange Offer and the Consent Solicitation, please visit www.dfking.com/NMG or contact the Exchange Agent via email at [email protected], with a reference to "NMG" in the subject line, or by phone at (212) 269-5550 (banks and brokers) or (800) 848-3051 (toll-free).

SOURCE Neiman Marcus Group