Neiman Marcus Group Announces Settlement of Offers to Exchange and Consent Solicitations and Related Transactions

DALLAS–(BUSINESS WIRE)–#neimanmarcus–Neiman Marcus Group LTD LLC, a Delaware limited liability company (the “Company”)
announced the final settlement of its previously announced exchange
offers and related consent solicitations (the “Exchange
Offers
”) to eligible holders of its previously existing unsecured
8.000% Senior Cash Pay Notes due 2021 (the “Cash
Pay Notes
”) and unsecured 8.750%/9.500% Senior PIK Toggle Notes
due 2021 (the “PIK Toggle Notes” and,
together with the Cash Pay Notes, the “Existing
Notes
”).

On June 7, 2019 (the “Settlement Date”),
the Company accepted tenders and consents from holders of $879,320,000
principal amount of the Cash Pay Notes and $599,163,048 principal amount
of the PIK Toggle Notes for aggregate consideration consisting of
$730,534,000 principal amount of New 8.000% Third Lien Notes due 2024
(the “New 8.000% Third Lien Notes”),
$497,849,150 principal amount of New 8.750% Third Lien Notes due 2024
(the “New 8.750% Third Lien Notes” and,
together with the New 8.000% Third Lien Notes, the “New
Third Lien Notes
”) and 250,000,000 shares of Series A Preferred
Stock of MYT Holding Co., par value $0.001 per share (the “Series
A Preferred Stock
”), with an initial liquidation preference of
$1.00 per share. MYT Holding Co., is a newly-formed U.S. holding company
(“MYT Holding Co.”) that indirectly holds
NMG Germany GmbH, which holds and conducts the operations of MyTheresa.
Following the settlement of the Exchange Offers, approximately $137.3
million aggregate principal amount of the Existing Notes remain
outstanding.

As previously announced, the Company had been soliciting consents from
holders of the Existing Notes upon the terms and subject to the
conditions set forth in the Confidential Offering Memorandum and Consent
Solicitation Statement, dated April 29, 2019 (as supplemented from time
to time, the “Offering Memorandum”), and
related Letter of Transmittal to certain proposed amendments to the
indentures governing the Existing Notes (the “Existing
Indentures
”) to remove substantially all of the restrictive
covenants contained therein and effect certain other changes. The
Company received consents sufficient to approve the proposed amendments
to the Existing Indentures and, together with the parties thereto,
entered into supplemental indentures containing such proposed
amendments, which became operative as of the Settlement Date.

Issuance of New Second Lien Notes

The Exchange Offers were effected pursuant to the terms of a previously
announced transaction support agreement (the “TSA”)
among the Company, certain of its affiliates and subsidiaries and
holders of its Existing Notes and term loans. As contemplated by the
TSA, concurrently with the consummation of the Exchange Offers, the
Company completed a previously announced unregistered offering of $550.0
million in aggregate principal amount of 14.000% Second Lien Notes due
2024 (the “Second Lien Notes” and, together
with the New Third Lien Notes, the “New Notes”).
The Second Lien Notes bear interest at an annual rate of 8.000% payable
in cash plus an annual rate of 6.000% payable by increasing the
principal amount of the outstanding Second Lien Notes. The Company used
the net proceeds from the Second Lien Notes offering to (i) prepay
$526.9 million of the extended term loans under the Company’s Amended
Term Loan Facility (as defined below) and (ii) pay a portion of the fees
and expenses related to the Second Lien Notes offering, the amendment
and extension of the Company’s existing senior secured term loan credit
facility (the “Existing Term Loan Facility”)
described below and the Exchange Offers.

Amendment and Extension of the Company’s Credit Facilities

In addition, as contemplated by the TSA, the Company amended the credit
agreement governing its Existing Term Loan Facility (as amended, the “Amended
Term Loan Facility
”), converting the existing term loans
outstanding thereunder (the “Existing Term Loans”)
into extended term loans with an extended maturity date of October 25,
2023 (the “Extended Term Loans”). In
connection with the Amended Term Loan Facility, approximately $2,775.4
million aggregate principal amount of Existing Term Loans were converted
into Extended Term Loans by consenting term lenders, representing
approximately 99.5% of the total outstanding principal amount of
Existing Term Loans. After giving effect to the partial prepayment
described above, approximately $2,248.5 million of Extended Term Loans
and approximately $12.7 million of Existing Term Loans remain
outstanding under the Amended Term Loan Facility.

In connection with the foregoing, the Company also entered into an
amendment to the credit agreement governing the Company’s asset-based
revolving credit facility, which expanded the collateral package
securing the Company’s and the other guarantors’ obligations thereunder.

Amendment of the 2028 Debentures Indenture

Concurrently with the consummation of the foregoing transactions, The
Neiman Marcus Group LLC and the holders of a majority of the outstanding
principal amount of the 2028 Debentures, together with the successor
trustee thereto, executed a supplemental indenture to the indenture
governing the 2028 Debentures (the “2028
Debentures Indenture
”) to, among other things, amend the
reporting covenant in the 2028 Debentures Indenture to substantially
replicate the reporting requirements previously set forth in the
indentures governing the Existing Notes. As a result of the amendment to
the reporting covenant, the Company expects to cease filing periodic
reports with the U.S. Securities and Exchange Commission.

No Solicitation, No Registration

The New Notes and related guarantees and the Existing Notes will not be
registered under the Securities Act of 1933, as amended (the “Securities
Act
”), or the securities laws of any state and may not be offered
or sold in the United States absent registration or an exemption from
the registration requirements of the Securities Act and applicable state
securities laws. This press release is for informational purposes only.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security, nor shall there be any
sale of any security of the Company, in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such jurisdiction.

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, Horchow, and
mytheresa brand names. For more information, visit http://www.neimanmarcusgroup.com.

Forward Looking Statements

The Company has included statements in this press release that
constitute “forward-looking statements” within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act. As a general matter, forward-looking statements
are those focused on future or anticipated events or trends,
expectations and beliefs. 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 reasons, among others, including those factors
described in the “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” sections and
elsewhere in the Company’s Annual Report on Form 10-K and those factors
described in the “Risk Factors” section and elsewhere in the Company’s
Quarterly Report on Form 10-Q, both filed with the Securities and
Exchange Commission. The Company undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

Contacts

John Walls
Director, Brand Public Relations
Neiman Marcus Group
[email protected]
O:
(214) 573-5822

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