NMG Holding Company, Inc. and The Neiman Marcus Group LLC Announce Extension of Early Tender Date and Withdrawal Deadline in Exchange Offer for Outstanding 7.125% Senior Secured Notes due 2026 and Consent Solicitation

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Aug 21, 2024, 21:57 ET

NEW YORK, Aug. 21, 2024 /PRNewswire/ -- 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 are extending to 5:00 P.M., New York City time, on August 27, 2024 (unless further extended) the Early Tender Date and Withdrawal Deadline (each as defined in the Exchange Offering Memorandum) in the Issuers' 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"). The Expiration Date (as defined in the Exchange Offering Memorandum) is unchanged and remains 5:00 P.M., New York City time, on September 11, 2024.

In addition, the Issuers announced a change to the definition of the Special Mandatory Redemption Price (as defined in the Exchange Offering Memorandum) to, if the Merger (as defined in the Exchange Offering Memorandum) is consummated prior to April 1, 2025, 101.781% of the principal amount of the Exchange Notes, plus accrued and unpaid interest, if any, to, but not including, the closing date of the Merger, and, if the Merger is consummated on or after April 1, 2025, 101% of the principal amount of the Exchange Notes, plus accrued and unpaid interest, if any, to, but not including, the closing date of the Merger. The Merger refers to the proposed acquisition of the Neiman Marcus Group by HBC, the parent company of Saks Fifth Avenue.

Except for the changes described above, all of the terms and conditions set forth in the original Exchange Offering Memorandum remain unchanged.

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 (as defined in the Exchange Offering Memorandum) 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 (as defined below), 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 (as defined in the Exchange Offering Memorandum) 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