The Neiman Marcus Group has disclosed that holders of 98 percent of the outstanding principal amount of its term loans and holders representing 91 percent of the aggregate principal amount of its unsecured notes have consented to the previously announced transaction support agreement involving extending maturities out into the future.
Neiman’s said in a Securities and Exchange filing Thursday that the lenders on board with the transaction support agreement represent more than $4 billion of outstanding term loans and unsecured notes. NMG has a total of $4.6 billion in debt. The agreement is expected to close in late May.
The agreement calls for extending the maturities to 2023 and 2024, instead of 2020 and 2021, and gives the company breathing room to sustain operations and support efforts to rev up its retail businesses and pay down debt. The $5 billion NMG has a $2.8 billion term loan due in October 2020, and two sets of bonds and an asset-backed loan due in 2021.
Neiman’s has been paying hundreds of millions of dollars annually to cover the interest costs on its debt, including $307 million during the most recent fiscal year, ended July 28. NMG operates Neiman Marcus, Neiman Marcus Last Call, Bergdorf Goodman, Horchow and Mytheresa.com
As part of the new agreement, some of Neiman’s real estate is being used as collateral and some shares of an indirect holding company of Mytheresa are being issued to creditors. Unsecured noteholders would exchange $250 million in notes at par into $250 million of non-voting preferred equity of a U.S. holding company tied to NMG Germany, holding the Mytheresa business.
NMG’s chief executive officer Geoffroy van Raemdonck has set new financial goals and aims to ramp up the firm’s cash flow to $700 million in earnings before interest, taxes, depreciation and amortization within four or five years, well above the $477 million reported for NMG’s last fiscal year.
Negotiations between NMG owners Ares Management and Canada Pension Plan Investment Board and debt holders went full-speed-ahead around mid-February, following on-and-off talks last year. Ares and CPPIB bought NMG from TPG Capital and Warburg Pincus in 2013 for $6 billion, putting the huge debt load on the books.
Earlier this week, a Texas judge denied a motion by Marble Ridge Capital to dismiss counterclaims by Neiman Marcus Group against the firm. In early December, Marble Ridge, a three-year-old firm that invests in distressed debt and one of Neiman’s creditors, filed a lawsuit against Neiman’s in the District Court of Dallas County, Texas, alleging “the fraudulent transfer of the Mytheresa assets to Ares Management and the Canada Pension Plan Investment Board for no consideration.”
A few days later, Neiman’s filed counterclaims against Marble Ridge Capital for damages resulting from what the retailer terms “a series of false statements that Marble Ridge has made publicly about the company.” Neiman’s alleged that Marble Ridge falsely accused the company of being in default under its agreements with debt holders and that the firm made the statements for improper purposes, including to harm the retailer.