Neiman Marcus Group LTD LLC – Luxury Retailer Emerges from Bankruptcy with New Owners and New Board; Sheds $4bn of Prepetition Debt and Cuts Debt Servicing Costs by $200mn Annually

September 25, 2020 – The Debtors notified the Court that their Third Amended Joint Plan of Reorganization had gone effective as of September 25, 2020. The Court had previously confirmed the Plan on September 4th [Docket No. 1795]. 

On May 7, 2020, Neiman Marcus Group LTD LLC and 23 affiliated Debtors (“Neiman Marcus” or the “Debtors”) filed for Chapter 11 protection with the U.S. Bankruptcy Court in the Southern District of Texas, lead case number 20-32519. At filing, the Debtors, a luxury, multi-branded, omni-channel fashion retailer, noted estimated assets between $1.0bn and $10.0bn and estimated liabilities between $1.0bn and $10.0bn. In a subsequently filed Schedule A/B [Docket No. 910], the Debtors listed assets of $5,146,083,379 and liabilities of $5,289,742,654.

The Debtors were represented by Matthew D. Cavenaugh of Jackson Walker LLP. Further Board authorized engagement include (i) Kirkland & Ellis LLP as general bankruptcy counsel, (ii) Berkeley Research Group as financial advisors, (iii) Lazard Ltd. as investment bankers and (iv) Stretto as claims agent. 

Non-debtor engagements included: (i) Wachtell, Lipton, Rosen & Katz and Ducera Partners LLC as legal counsel and investment banker, respectively, for the Extended Term Loan Lenders and (ii) Paul, Weiss, Rifkind, Wharton & Garrison LLP and Houlihan Lokey as legal counsel and investment banker, respectively, for the Noteholders.

Deadlines for the filing of administrative claims and professionals fee claims have been set for October 26, 2020 and November 9, 2020, respectively.

In a press release announcing the exit from bankruptcy, the (now former) Debtors stated, “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.

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.

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.”

CEO Geoffroy van Raemdonck added: "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. ….Our new owners, which include PIMCO, Davidson Kempner Capital Management, and Sixth Street, understand the value of our brands and the opportunity for growth."

Plan Overview

The Debtors' memorandum in support of Plan confirmation [Docket No. 1761] provides: "The Debtors’ restructuring efforts have been a massive success to date, forging consensus among multiple stakeholder groups across the Debtors’ complex $5.1 billion capital structure through their pre-negotiated restructuring transaction pursuant to the Plan and the Restructuring Support Agreement [Docket No. 86, Ex. B] (as modified, amended, or supplemented from time to time, the 'RSA'). Approximately four months after the Petition Date, the Debtors now stand poised to confirm their Plan, which eliminates nearly $4 billion (or nearly three-fourths) of the Debtors’ funded debt obligations, positioning the Debtors to emerge from chapter 11 a stronger, better capitalized company—a remarkable result for a retail company in the current environment. The Plan carries the overwhelming support of the Debtors’ economic stakeholders, including an ad hoc committee of holders of 2019Term Loans, the Holders of Second Lien Notes Claims and Third Lien Notes Claims, the Sponsors, and the Creditors Committee, as demonstrated by the acceptance of the Plan by all voting classes except Class 10. With their balance-sheet issues addressed, the Debtors will be ready to carry on their rightful position as an undisputed leader in the high-end retail fashion space.

The Plan also reflects a good faith compromise and settlement among the Debtors, acting at the direction of disinterested managers of Mariposa Intermediate and NMG LTD (the 'Disinterested Managers'), the Creditors Committee, the secured lenders, the Consenting Stakeholders, and the Sponsors, of any potential estate claims or causes of actions against the Consenting Parent and the Sponsors (the 'Disinterested Manager Settlement'). In full and final satisfaction of any potential Claims the Debtors’ Estates may have against the Consenting Parent, its directors and officers, and the Sponsors in connection with the transactions related to MyTheresa, the Consenting Parent and Consenting Sponsors will contribute 140,000,000 shares of MYT Series B Preferred Stock, including all rights associated with the MYT Series B Preferred Stock and any cumulative dividends accrued through the Effective Date of the Plan or thereafter. The Disinterested Manager Settlement provides finality and closure to the Debtors, the Consenting Parent, and the Consenting Sponsors related to potentially protracted and expensive litigation with respect to MyTheresa and allows the Debtors to emerge from chapter11 without the overhang of litigation."

The solicitation version of the Disclosure Statement [Docket No. 1453] notes, “NMG’s proposed restructuring pursuant to its restructuring support agreement (the ‘Restructuring Support Agreement’) and proposed Plan will substantially deleverage NMG’s balance sheet and allow the Debtors to emerge from these cases as a stronger, better-capitalized enterprise positioned for sustained success. Pursuant to the Restructuring Support Agreement, the Plan has a remarkable level of support throughout the Debtors’ capital structure: with the submission of joinders to the Restructuring Support Agreement following the Petition Date, holders of approximately 99 percent of the Debtors’ Term Loans, 100 percent of their Second Lien Notes, 70 percent of their Third Lien Notes, and 78 percent of their 2028 Debentures, and 100 percent of the direct equity ownership in the Debtors have committed to support the Debtors’ restructuring.

The material terms of the Plan are as follows:

• each holder of 2019 Term Loans, 2028 Debentures, Second Lien Notes, and Third Lien Notes was eligible to participate in the DIP Facility pursuant to syndication procedures implemented following entry of the Interim DIP Order;
• holders of claims on account of the Asset-Based Revolving Credit Facility and FILO Facility will receive value, as of the effective date of the Plan, equal to the allowed amount of such claims, as applicable, in each case not to exceed the value of such holders’ interests in the Debtors’ interest in the property securing such claims;
• holders of 2019 Term Loan Claims shall receive their pro rata share of and interest in (a) 87.5 percent of the reorganized equity (subject to dilution) and (b) 87.5 percent of the rights to participate in the Exit Facility (the “Exit Rights”), subject, in each case, to upward adjustment if the holders of 2013 Term Loan Claims do not vote in favor of the Plan;
• if the class of 2013 Term Loan Claims votes in favor of the Plan, holders of 2013 Term Loans shall receive their pro rata share of and interest in (a) 0.2 percent of the reorganized equity (subject to dilution) and (b) 0.2 percent of the Exit Rights, or, if the class of 2013 Term Loan Claims does not vote in favor of the Plan, holders of 2013 Term Loan Claims will receive value, as of the Effective Date of the Plan, equal to the allowed amount of such claims not to exceed the value of each holder’s interest in the estate’s interest in the property securing such claims;
• holders of 2028 Debentures Claims will receive their pro rata share of and interest in (a) 2.8 percent of the reorganized equity (subject to dilution) and (b) 2.8 percent of the Exit Rights, subject, in each case, to upward adjustment if the holders of 2013 Term Loan Claims do not vote in favor of the Plan;
• holders of Second Lien Notes Claims shall receive their pro rata share of and interest in (a) 1.0 percent of the reorganized equity (subject to dilution), (b) 1.0 percent of the Exit Rights, and (c) seven-year warrants (no Black-Scholes protection) to purchase up to 25.0 percent of the reorganized equity at an agreed-upon strike price;
• holders of Third Lien Notes Claims shall receive their pro rata share of and interest in (a) 8.5 percent of reorganized equity (subject to dilution) and (b) 8.5 percent of the Exit Rights;
• holders of Funded-Debt General Unsecured Claims shall receive their pro rata share (together with Holders of Allowed Non-Funded Debt General Unsecured Claims) of (A) 140,000,000 shares of MYT Series B Preferred Stock and (B) $10,000,000 of Cash;
• holders of Non-Funded Debt General Unsecured Claims shall receive their pro rata share (together with Holders of Allowed Funded-Debt General Unsecured Claims) of (A) 140,000,000 shares of MYT Series B Preferred Stock and (B) $10,000,000 of Cash; and
• stakeholders’ economic and governance rights with respect to MyTheresa shall be consistent with such stakeholders’ prepetition rights, claims, and controls, except as to the Sponsor Contribution and as otherwise set forth in the Plan.

The Restructuring Transactions embodied by the Plan and Restructuring Support Agreement are a significant achievement for the Debtors in the wake of a historically challenging operating environment. The Debtors strongly believe that the Plan is in the best interests of the Debtors’ estates, and represents the best available alternative at this time. The Debtors are confident that they can implement the Restructuring Transactions contemplated by the Plan to maximize stakeholder recoveries and ensure that NMG can efficiently emerge from chapter 11 and continue to fulfill its promise as leaders in luxury, innovation, and customer experiences. For these reasons, the Debtors strongly recommend that Holders of Claims or Interests entitled to vote on the Plan vote to accept the Plan.”

The following is a summary of classes, claims, voting rights and expected recoveries (defined terms are as in the Plan and/or Disclosure Statement, please also see the Liquidation Analysis below):

• Class 1 (“Other Secured Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The aggregate amount of claims is N/A and expected recovery is 100%.
• Class 2 (“Other Priority Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The aggregate amount of claims is N/A and expected recovery is 100%.
• Class 3 (“ABL Loan Secured Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan . The aggregate amount of claims is $749.0mn and expected recovery is 100%. Each holder shall receive payment in full in Cash.
• Class 4 (“FILO Secured Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The aggregate amount of claims is $100.0mn and expected recovery is 100%. Each holder shall receive payment in full in Cash.
  
• Class 5 (“2019 Term Loans Claims”) is impaired and entitled to vote on the Plan. The aggregate amount of claims is $2,240,501,378.16 (plus accrued interest and fees) and expected recovery is 32.99%. Holder of an Allowed 2019 Term Loans Claim shall receive, in full and final satisfaction of such Claim, its Pro Rata share of and interest in: (i) 87.5% of the New Equity, subject to dilution by the Management Incentive Plan, the Exit Term Loan Equity Fees, the Aggregate DIP Equity Fees, and the exercise of the New Warrants, and subject to upward adjustment if Class 6 does not vote in favor of the Plan; and (ii) 87.5% of the Exit Rights, subject to upward adjustment if Class 6 does not vote in favor of the Plan.
• Class 6 (“2013 Term Loans Secured Claims”) is impaired and entitled to vote on the Plan. The aggregate amount of claims is 12,597,197.75 (plus accrued interest and fees) and expected recovery is 12.75%. On the Effective Date: (i) if Class 6 votes in favor of the Plan, each Holder of an Allowed 2013 Term Loans Secured Claim shall receive, in full and final satisfaction of such Claim, its Pro Rata share of and interest in (a) 0.2% of the New Equity, subject to dilution by the Management Incentive Plan, the Exit Term Loan Equity Fees, the Aggregate DIP Equity Fees, and the exercise of the New Warrants, and (b) 0.2% of the Exit Rights; or (ii) if Class 6 votes to reject the Plan, each Holder of an Allowed 2013 Term Loans Secured Claim shall receive, in full and final satisfaction of such Claim, value as of the Effective Date equal to the Allowed amount of such Claim, provided that such value shall not exceed the value of each Holder’s interest in the estate’s interest in the property securing such Claim.
• Class 7 (“2028 Debentures Claims”) is impaired and entitled to vote on the Plan. The aggregate amount of claims is $125,000,000 (plus accrued interest and fees) and expected recovery is 18.76%. Holder of an Allowed 2028 Debentures Claim shall receive, in full and final satisfaction of such Claim, its Pro Rata share of and interest in: (i) 2.8% of the New Equity, subject to dilution by the Management Incentive Plan, Exit Term Loan Equity Fees, the Aggregate DIP Equity Fees, and the exercise of New Warrants and subject to upward adjustment if Class 6 does not vote in favor of the Plan; and (ii) 2.8% of the Exit Rights, subject to upward adjustment if Class 6 does not vote in favor of the Plan.
• Class 8 (“Second Lien Notes Claims”) is impaired and entitled to vote on the Plan. The aggregate amount of claims is $561,733,333 (plus accrued interest and fees) and expected recovery is 1.40%. Holder of an Allowed Second Lien Notes Claim shall receive, in full and final satisfaction of such Claim, its Pro Rata share of and interest in: (i) 1.0% of the New Equity, subject to dilution by the Management Incentive Plan, the Exit Term Loan Equity Fees, the Aggregate DIP Equity Fees, and the exercise of the New Warrants; (ii) 1.0% of the Exit Rights; (iii) the New Warrants; and (iv) the 2L MyT Distribution.
• Class 9 (“Third Lien Notes Claims”) is impaired and entitled to vote on the Plan. Plan. The aggregate amount of claim is $1,228,383,150 (plus accrued interest and fees) and expected recovery is 5.62%. Holder of an Allowed Third Lien Notes Claim shall receive, in full and final satisfaction of such Claim, its Pro Rata share of and interest in: (i) 8.5% of the New Equity, subject to dilution by the Management Incentive Plan, the Exit Term Loan Equity Fees, the Aggregate DIP Equity Fees, and the exercise of the New Warrants; (ii) 8.5% of the Exit Rights; and (iii) the 3L MyT Distribution.
• Class 10 (“Funded Debt General Unsecured Claims”) is impaired and entitled to vote on the Plan. Plan. Treatment: (i) Each Holder of an Allowed Funded Debt General Unsecured Claim in an amount of $50,000 or less shall receive, in full and final satisfaction of such Claim, on or as reasonably practicable after the Effective Date, its Pro Rata share (determined based on all Allowed Convenience General Unsecured Claims) of the GUC Convenience Recovery; and (ii) each Holder of an Allowed Funded Debt General Unsecured Claim in an amount greater than $50,000 shall receive, in full and final satisfaction of such Claim, on or as reasonably practicable after the Effective Date its Pro Rata share (determined based on all Allowed Funded-Debt General Unsecured Claims, together with all Allowed Non-Funded Debt General Unsecured Claims but excluding Allowed Convenience General Unsecured Claims) of (A) the Sponsor Contribution and (B) the GUC Cash Recovery; provided that any Holder of an Allowed Funded-Debt General Unsecured Claim greater than $50,000 shall have the option (subject to the GUC Convenience Recovery definition) to reduce the Allowed amount of such Claim to $50,000 and receive its Pro Rata share (determined based on all Allowed Convenience General Unsecured Claims) of the GUC Convenience Recovery.

“GUC Convenience Recovery” means an aggregate amount of Cash sufficient to yield a recovery of 14.7% on account of each Allowed Convenience General Unsecured Claim. Based on current estimates, the sum of up to $2.4 million in Cash would be set aside to fund the GUC Convenience Recovery. In the event that Holders of General Unsecured Claims in excess of $50,000 elect to be treated as Convenience General Unsecured Claims, the trustee of the Liquidating GUC Trust would have discretion to: (a) increase the Cash pot to fund the GUC Convenience Recovery up to $3.8 million, (b) subject to approval of the Bankruptcy Court, increase the Cash pot even more in order to ensure a recovery of 14.7% on account of each Allowed Convenience General Unsecured Claim (but not in excess of $10,000,000 in the aggregate), or (c) select the highest General Unsecured Claims over $50,000 that elect to participate as Convenience GeneralUnsecured Claims, while the remaining Claims over $50,000 that elect such treatment will instead be treated as General Unsecured Claims and not as Convenience General Unsecured Claims. 

“GUC Cash Recovery” means $10,000,000, less the GUC Convenience Recovery and any administrative expenses of the Liquidating GUC Trust in excess of $1,500,000. 

"Sponsor Contribution" means 140,000,000 shares of MYT Series B Preferred Stock, which shares of MYT Series B Preferred Stock, for the avoidance of doubt, shall include all rights associated with the MYT Series B Preferred Stock and any cumulative dividends accrued through the Effective Date of the Plan or thereafter

• Class 11 (“Non-Funded Debt General Unsecured”) is impaired and entitled to vote on the Plan. Each Holder of an Allowed Non-Funded Debt General Unsecured Claim in an amount of $50,000 or less shall receive, in full and final satisfaction of such Claim, on or as reasonably practicable after the Effective Date its Pro Rata share (determined based on all Allowed Convenience General Unsecured Claims) of the GUC Convenience Recovery; and (ii) each Holder of an Allowed Non-Funded Debt General Unsecured Claim in an amount greater than $50,000 shall receive, in full and final satisfaction of such Claim, on or as reasonably practicable after the Effective Date its Pro Rata share (determined based on all Allowed Funded-Debt General Unsecured Claims, together with all Allowed Non-Funded Debt General Unsecured Claims, but excluding Allowed Convenience General Unsecured Claims) of (A) the Sponsor Contribution and (B) the GUC Cash Recovery; provided that any Holder of an Allowed Non-Funded-Debt General Unsecured Claim greater than $50,000 shall have the option (subject to clause (c) in the GUC Convenience Recovery definition) to reduce the Allowed amount of such Claim to $50,000 and receive its Pro Rata share of the GUC Convenience Recovery.

See Class 10 above for definitions of GUC Convenience Recovery, GUC Cash Recovery, Sponsor Contribution.

• Class 12 (“Intercompany Claims”) is unimpaired/impaired, deemed to accept/reject and not entitled to vote on the Plan. The aggregate amount of claims is N/A and expected recovery is 0% / 100%.
• Class 13 (“Intercompany Interests”) is unimpaired/impaired, deemed to accept/reject and not entitled to vote on the Plan. The aggregate amount of claims is N/A and expected recovery is 0% / 100%.
• Class 14 (“Existing Equity Interests”) is impaired, deemed to reject and not entitled to vote on the plan. The aggregate amount of claims is N/A and expected recovery is 0%.

Voting Results

On September 3, 2020, the Debtors' claims agent notified the Court of the Plan voting results [Docket No. 1749], which were as follows:

• Class 5 (“2019 Term Loans Claims”) – 222 claim holders, representing $2,187,912,999.15 in amount and 100% in number, accepted the Plan.
• Class 6 (“2013 Term Loans Claims”) – 1 claim holder, representing $9,518,987.26 in amount and 100% in number, accepted the Plan.
• Class 7 (“2028 Debentures Claims”) – 110 claim holders, representing $106,768,000.00 (or 99.0%) in amount and 88.7% in number, accepted the Plan. 14 claim holders, representing $1,026,000.00 (or 1.0%) in amount and 11.3% in number, rejected the Plan.
• Class 8 (“Second Lien Notes Claims”) – 85 claim holders, representing $549,581,628.00 in amount and 100% in number, accepted the Plan.
• Class 9 (“Third Lien Notes Claims”) – 171 claim holders, representing $1,165,341,274.00 in amount and 100% in number, accepted the Plan.
• Class 10 (“Funded-Debt General Unsecured Claims”) – 5 claim holders, representing $36,960,251.00 (or 52.2%) in amount and 12.5% in number, accepted the Plan. 35 claim holders, representing $33,826,837.00 (or 47.8%) in amount and 87.5% in number, rejected the Plan.
• Class 11 (“Non-Funded-Debt General Unsecured Claims”) – 1,472 claim holders, representing $111,442,545.42 (or 84.5%) in amount and 88.0% in number, accepted the Plan. 201 claim holders, representing $20,455,130.03 (or 15.5%) in amount and 12.0% in number, rejected the Plan.

Key Documents

Exhibits attached to the Disclosure Statement [Docket No. 772] included:

• Exhibit A: Plan of Reorganization
• Exhibit B: Disclosure Statement Order 
• Exhibit C: Financial Projections [Docket No. 1094]
• Exhibit D: Valuation Analysis [Docket No. 1094]
• Exhibit E: Liquidation Analysis [Docket No. 1395]
• Exhibit F: Organizational Structure Chart
• Exhibit G: Lien Priorities

On August 21, 2020, the Debtors filed a Plan Supplement [Docket No. 1513], subsequently amended at Docket Nos. 1751 and 1756, which collectively attached the following documents:

• Exhibit A: Form of New Organizational Documents
• Exhibit B: Identity and Members of the New Board and Any Executive Management for the Reorganized Debtors [Docket No. 1756]
• Exhibit C: Form of Exit Facility Documents
• Exhibit D: Schedule of Assumed Executory Contracts and Unexpired Leases [Docket No. 1751]
• Exhibit E: Schedule of Rejected Executory Contracts and Unexpired Leases [Docket No. 1751]
• Exhibit F: Schedule of Retained Causes of Action
• Exhibit G: Description of Transaction Steps
• Exhibit H: Form of New MyT Documents
• Exhibit I: Form of 2L MyT Distribution
• Exhibit J: Form of 3L MyT Distribution
• Exhibit K: Identity of the GUC Claims Administrator
• Exhibit L: Form of Tax Sharing Agreement
• Exhibit M: Management Incentive Plan [Docket No. 1756]
• Exhibit N: Term Sheet for Series B Cumulative Preferred Stock [Docket No. 1756]

Events Leading to the Chapter 11 Filing

In a declaration in support of the Chapter 11 filing (the “Weinstein Declaration”), Marc Weinstein, the Debtors’ Chief Restructuring Officer, detailed (barely) the events leading to the Debtors’ Chapter 11 filing; touching briefly on negative macroeconomic trends, which only a few short months ago dominated headlines reporting on the “retail apocalypse” before jumping aboard the COVID-19 ambulance-wagon. Generally these “Events Leading…” disclosures can be divided into two camps, genuine mea culpas and self-promoting explanations that more properly belong in an IPO selling document than in a Chapter 11 filing; this declaration definitely tilts towards the latter approach. 

The Weinstein Declaration states: “While NMG has been proactive in addressing changing trends, it faces the same macro-trends that have crippled many apparel and retail companies, including a general trend from brick-and-mortar to online retail channels and a shift in consumer demographics. Recognizing this, after the Recapitalization Transactions, but prior to the COVID-19 temporary store closures, the Debtors immediately implemented a series of cost-saving and cash conservation initiatives to grow their profit margins and address their debt obligations. These initiatives included, among others, expense reduction, contract renegotiations, reduced capital expenditures, optimization of the Debtors’ merchandise inventory, labor-force realignment and real estate monetization. As a result of these initiatives, the Debtors were on pace for $90 million in cost savings and a $100 million increase in liquidity by July 2020, on top of $100 million in additional liquidity obtained in the first half of fiscal year 2020. The Debtors paid all of their vendors on time and in full in the ordinary course of business."

Prepetition Capital Structure

As of the Petition date, the Debtors’ had outstanding funded-debt obligations in the aggregate principal amount of approximately $5.1bn, including:

1. a $900.0mn senior secured asset-based revolving credit facility (the “Asset-Based Revolving Credit Facility”), of which $749.0mn has been drawn; 
2. a $100.0mn last-out term loan facility (the “FILO Facility”); 
3. a $2,253.1mn senior secured term loan facility (the “Term Loan Facility”), which is comprised of $12.6mn outstanding of stub term loans with the original maturity date of October 25, 2020, $1,193.8mn outstanding of term loans with an extended maturity date of October 25, 2023, which pay interest entirely in cash, and $1,046.7mn outstanding of term loans with an extended maturity date of October 25, 2023, which pay interest partially in cash and partially in kind; 
4. $561.7mn aggregate principal amount of 14.000% Second Lien Notes due 2024 (the “Second Lien Notes”); 
5. $730.5mn aggregate principal amount of 8.000% Senior Secured Third Lien Notes due 2024 (the “8.000% Third Lien Notes”); 
6. $497.8mn aggregate principal amount of 8.750% Senior Secured Third Lien Notes due 2024 (the “8.750% Third Lien Notes” and, together with the 8.000% Third Lien Notes, the “Third Lien Notes”); 
7. $80.7mn aggregate principal amount of 8.000% Senior Cash Pay Notes due 2021 (the “Unsecured Cash Pay Notes”); 
8. $56.6mn aggregate principal amount of 8.750%/9.500% Senior PIK Toggle Notes due 2021 (the “Unsecured PIK Toggle Notes” and, together with the Unsecured Cash Pay Notes, the “Unsecured Notes”); and 
9. $125.0mn aggregate principal amount of 7.125% Senior Debentures due 2028.

About the Debtors

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.

The Weinstein Declaration adds: "For over 100 years, the Debtors have been the leader in retail luxury, innovation, and customer experiences. Since opening in 1907 with just one store in Dallas, Texas, the Debtors have strategically grown to 67 stores across the United States, including their marquee luxury Neiman Marcus and Bergdorf Goodman locations, Horchow e-commerce website, and off-price Last Call stores. Each Neiman Marcus and Bergdorf Goodman store offers a distinctive selection of apparel, handbags, shoes, cosmetics, and precious and designer jewelry from premier luxury and fashion designers. Horchow offers luxury home furnishings and accessories, and Last Call provides a more affordable option for price-sensitive yet fashion-minded customers. To complement its store footprint, NMG operates the largest luxury e-commerce platform in the world. More than 30 percent of NMG’s total annual revenue is from online sales."

Corporate Structure Chart (see page 42 of the Weinstein Declaration)

Liquidation Analysis (see Exhibit E of Docket No. 1453-3 for notes)

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