NEW YORK, Aug. 13, 2024 — NMG Holding Company, Inc., a Delaware corporation, and The Neiman Marcus Group LLC, a Delaware limited liability company (together, the “Issuers“), today announced that they have commenced an 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.
In addition, the Issuers are soliciting consents (“Consents” and such 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 (collectively, the “Majority Amendments“), 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 with the Majority Amendments, the “Proposed Amendments“).
The Issuers’ obligation to accept for exchange Old Notes validly tendered (and not validly withdrawn) pursuant to the Exchange Offer and related Consent Solicitation is subject to the satisfaction or, if permitted, waiver of certain conditions set forth in the confidential offering memorandum and consent solicitation statement, dated August 13, 2024 (the “Exchange Offering Memorandum“).
Certain Eligible Holders collectively holding a majority of the aggregate principal amount of the Old Notes as of the date of the Exchange Offering Memorandum have expressed their intention to participate in the Exchange Offer. Therefore, the Issuers expect to have the necessary Consents to adopt the Majority Amendments, assuming the consummation of the Exchange Offer and Consent Solicitation.
The Exchange Offer and the Consent Solicitation will expire at 5:00 P.M., New York City time, on September 11, 2024, unless extended (such time and date as it may be extended, the “Expiration Date“), or earlier terminated. Subject to the satisfaction or, if permitted, waiver of the conditions of the Exchange Offer and Consent Solicitation described in the Exchange Offering Memorandum, including the Minimum Participation Condition, 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), and the tender acceptance procedures described in the Exchange Offering Memorandum: (i) for each $1,000 principal amount of Old Notes validly tendered (and not validly withdrawn) at or prior to 5:00 P.M., New York City time, on August 26, 2024, unless extended (such time and date with respect to the Exchange Offer, as the same may be extended, the “Early Tender Date“) and accepted for exchange, Eligible Holders of Old Notes will be eligible to receive an amount equal to $1,000 in 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 (the “Early Exchange Consideration“); and (ii) for each $1,000 principal amount of Old Notes validly tendered after the Early Tender Date but at or prior to the Expiration Time and accepted for exchange, Eligible Holders of Old Notes will be eligible to receive $950 principal amount of Exchange Notes (the “Late Exchange Consideration“). Rights to withdraw tendered Old Notes and revoke Consents terminate at 5:00 P.M. New York City time on August 26, 2024, unless extended (such time and date as it may be extended, the “Withdrawal Deadline“), except for certain limited circumstances where additional withdrawal rights are required by law. Each Eligible Holder that tenders Old Notes into the Exchange Offer will be deemed to have given its Consent to the Proposed Amendments with respect to those tendered Old Notes. No additional consideration will be paid for Consents. The Early Tender Date or the Expiration Date with respect to the Exchange Offer and Consent Solicitation can be extended independently of the Withdrawal Deadline for the Exchange Offer and Consent Solicitation.
Each participating Eligible Holder must validly tender (and not validly withdraw) all of the Old Notes it holds. Partial tenders of Old Notes will not be accepted.
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.
The following table sets forth the Early Exchange Consideration and Late Exchange Consideration to be offered to Eligible Holders of the Old Notes in the Exchange Offer:
|
Title of Series of |
CUSIP No. / ISIN(1) |
Aggregate |
Early Exchange Consideration, if |
Late Exchange Consideration, if validly |
|
7.125% Senior Secured Notes due 2026 |
144A: 62929R AC2 / US62929RAC25 |
$1,100,000,000 |
$1,000 in principal amount of |
$950 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, 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. 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 will be 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. The cash portion of the Early Exchange Consideration depicted in the table above is illustrative only and assumes that all Old Notes are validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and that such Old Notes are accepted for exchange. The Early Exchange Consideration will be impacted on a pro rata basis by participation levels in the Exchange Offer at or prior to the Early Tender Date. In no event will the cash portion of the Early Exchange Consideration exceed $2.75 million in the aggregate. |
Eligible Holders may not tender their Old Notes without delivering the related Consents, and Eligible Holders of Old Notes may not deliver Consents without tendering the related Old Notes. Old Notes may not be withdrawn from the Exchange Offer and the related Consents may not be revoked from the Consent Solicitation after the Withdrawal Deadline, subject to applicable law.
The consummation of each of the Exchange Offer, the Consent Solicitation and the Exchange Notes Issuance is subject to, and conditioned upon, the satisfaction or, if permitted, waiver by the Issuers of, the Minimum Participation Condition, the Intercreditor Amendment Condition, the ABL Amendment Condition, the HBC Consent Condition, the Merger Condition and the General Conditions. Subject to applicable law, the Issuers may amend, extend, terminate or withdraw the Exchange Offer and/or Consent Solicitation without amending, extending, terminating or withdrawing the other, at any time and for any reason, including if any of the conditions set forth under “Conditions of the Exchange Offer and Consent Solicitation” in the Exchange Offering Memorandum with respect to the Exchange Offer are not satisfied as determined by the Issuers in their sole discretion.
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 will only be 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“). Only Eligible Holders are authorized to receive or review the Exchange Offering Memorandum or to participate in the Exchange Offer. Copies of all the documents relating to the Exchange Offer and Consent Solicitation may be obtained from the Exchange Agent, subject to confirmation of eligibility through online procedures established by the Exchange Agent, available at: www.dfking.com/NMG. There will be no letter of transmittal for the Exchange Offer.
Eligible Holders of the Old Notes are urged to carefully read the entire Exchange Offering Memorandum, including the information presented under “Risk Factors” and “Forward-Looking Statements” before making any decision with respect to the Exchange Notes Issuance, the Exchange Offer or the Consent Solicitation. None of the Issuers, their subsidiaries, the Exchange Agent, the Dealer Managers (as defined in the Exchange Offering Memorandum), the applicable trustees under the indentures governing the Old Notes and the Exchange Notes, the applicable collateral agents under the indentures governing the Old Notes and the Exchange Notes, or any of their respective affiliates, makes any recommendation as to whether holders of Old Notes should participate in the Exchange Notes Issuance, tender their Old Notes pursuant to the Exchange Offer or deliver Consents pursuant to the Consent Solicitation. Each Eligible Holder must make its own decision as to whether to participate in the Exchange Notes Issuance and whether to tender its Old Notes and to deliver Consents and, if so, the principal amount of Old Notes as to which action is to be taken.
D.F. King & Co., Inc. has been appointed as the exchange agent (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 Marcus and 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 States absent 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
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