Neiman Marcus Group Completes Chapter 11 Process; Emerges with Strengthened Capital Structure

DALLAS, Sept. 25, 2020 /PRNewswire/ -- Neiman Marcus Holding Company, Inc. (formerly the "Neiman Marcus Group LTD LLC") (the "Company") today announced it has emerged from voluntary Chapter 11 protection, successfully completing its restructuring process and implementing the Plan of Reorganization ("Plan") that was confirmed by the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division on September 4, 2020. The Company emerges with the full support of its creditors and new equity shareholders, now operating with a strengthened capital structure that eliminated more than $4 billion of existing debt and more than $200 million of cash interest expense annually, with no near-term maturities.

"With the successful implementation of our restructuring, Neiman Marcus and Bergdorf Goodman will continue to be the preeminent luxury shopping destinations for years to come. While the unprecedented business disruption caused by COVID-19 has presented many challenges, it has also given us the opportunity to reimagine our platform and improve our business. We emerge from Chapter 11 as a stronger, more innovative retailer, brand partner, and employer," stated Geoffroy van Raemdonck, Chief Executive Officer of Neiman Marcus Group.

"Our new owners, which include PIMCO, Davidson Kempner Capital Management, and Sixth Street, understand the value of our brands and the opportunity for growth," continued Mr. van Raemdonck. "They are also strongly committed to supporting our company on sustainability issues ? where we intend to be a leader within the industry. At the conclusion of this process, I remain profoundly impressed by the strength of Neiman Marcus and Bergdorf Goodman, the commitment of our associates, the unwavering support of our brand partners, and the loyalty of our customers."

The new owners are funding a $750 million exit financing package that fully refinances the debtor-in-possession ("DIP") loan and provides significant additional liquidity for the business. The Company has also secured a $125 million FILO facility led by Pathlight, the proceeds of which refinance existing debt and will provide liquidity to support the Company's ongoing operations and strategic initiatives. The exit Term Loan financing and FILO facility are in addition to the liquidity provided by the $900 million ABL led by Bank of America and a consortium of commercial banks. With the support of its new shareholders and funds available from the exit financing, FILO facility, and ABL facility, the Company expects to be able to execute on the strategic initiatives to ensure a long and successful future for Neiman Marcus.  

Neiman Marcus Group also emerges with a newly constituted Board of Directors, including:

• Geoffroy van Raemdonck, who serves as Chief Executive Officer of Neiman Marcus Group;
• Meka Millstone-Shroff, who serves as a strategic operating advisor and board member to a variety of companies, including serving as an independent director on the boards of Party City and Nanit;
• Pauline Brown, who most recently served as the Chairman of North America for LVMH Moët Hennessy Louis Vuitton and served on the boards of L Capital and several LVMH subsidiaries, including Donna Karan, Marc Jacobs, and Fresh Cosmetics;
• Pamela Edwards, who most recently served as Chief Financial Officer of the Mast Global and Victoria's Secret divisions of L Brands, the multi-brand specialty retailer;
• Kris Miller, who most recently served as the Chief Strategy Officer for eBay, the global e-commerce marketplace, from 2014-2020; and
• Scott D. Vogel, who is the Managing Member at Vogel Partners LLC.

Additional Information

Kirkland & Ellis LLP is serving as legal counsel to the Company, Lazard Ltd. is serving as the Company's investment banker, and Berkeley Research Group is serving as the Company's financial advisor.

The Extended Term Loan Lenders are represented by Wachtell, Lipton, Rosen & Katz as legal counsel and Ducera Partners LLC as investment banker.

The Noteholders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel and Houlihan Lokey as investment banker.

Court filings and other documents related to the Chapter 11 proceedings are available on a separate website administered by the Company's claims agent, Stretto. For inquiries regarding the restructuring, please visit https://cases.stretto.com/NMG.

About Neiman Marcus Group

Neiman Marcus Group is a luxury, multi-branded, omni-channel fashion retailer conducting integrated store and online operations under the Neiman Marcus, Bergdorf Goodman, Neiman Marcus Last Call, and Horchow brand names. For more information, visit http://www.neimanmarcusgroup.com.

About PIMCO

PIMCO is one of the world's premier fixed income investment managers. With its launch in 1971 in Newport Beach, California, PIMCO introduced investors to a total return approach to fixed income investing. In the 45+ years since then, the firm has continued to bring innovation and expertise to our partnership with clients seeking the best investment solutions. Today PIMCO has offices across the globe and 2,800+ professionals united by a single purpose: creating opportunities for investors in every environment. PIMCO is owned by Allianz SE, a leading global diversified financial services provider.

About Davidson Kempner Capital Management LP

Davidson Kempner Capital Management LP ("DKCM") is a U.S.-registered global institutional investment management firm with more than 35 years of experience and a focus on fundamental investing with a multi-strategy approach.  DKCM has over $33 billion in assets under management with over 400 professionals in five offices (New York, Philadelphia, London, Hong Kong and Dublin).

About Sixth Street

Sixth Street is a global investment firm with approximately $47 billion in assets under management and committed capital. Sixth Street operates eight diversified, collaborative investment platforms across our growth investing, adjacencies, direct lending, fundamental public strategies, infrastructure, special situations, agriculture and par liquid credit businesses. Our long-term oriented, highly flexible capital base and "One Team" cultural philosophy allows us to invest thematically across sectors, geographies, and asset classes. Founded in 2009, Sixth Street has more than 275 team members including over 140 investment professionals operating from nine locations around the world. For more information, visit www.sixthstreet.com.

Forward-Looking Statements

Neiman Marcus Group has included statements in this press release that constitute "forward?looking statements. As a general matter, forward?looking statements are those focused on future or anticipated events or trends, expectations, and beliefs including, among other things, the Company's expectations with respect to its Chapter 11 proceedings. Such statements are intended to be identified by using words such as "believe," "expect," "intend," "estimate," "anticipate," "will," "project," "plan" and similar expressions in connection with any discussion of future operating or financial performance. Any forward?looking statements are and will be based upon the Company's then?current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. Readers are cautioned not to put undue reliance on such forward?looking statements. Such forward?looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those projected in this press release for numerous reasons, including factors outside the Company's control. The Company undertakes no obligation to update or revise any forward?looking statements, whether as a result of new information, future events or otherwise. 

SOURCE Neiman Marcus Holding Company, Inc.