Washington, D.C. 20549


Form 8-K



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (date of earliest event reported): November 30, 2012 (November 29, 2012)


Neiman Marcus, Inc.

(Exact name of registrant as specified in its charter)







(State or other jurisdiction of
incorporation or organization)


(Commission File


(I.R.S. Employer
Identification No.)


1618 Main Street
Dallas, Texas



(Address of principal executive offices)


(Zip code)


Registrant’s telephone number, including area code: (214) 743-7600



Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 1.01  Entry into a Material Definitive Agreement


Amendment and Restatement of Senior Secured Term Loan Facility


On November 30, 2012, The Neiman Marcus Group, Inc. (“NMG”) and certain of its subsidiaries entered into an amendment (the “Amendment”) of its existing Senior Secured Term Loan Facility.  The Amendment, among other things, provides for the incurrence of an incremental term loan of $500 million principal amount.  The proceeds of the incremental term loan, along with cash on hand, are being used to repurchase or redeem NMG’s $500 million principal amount outstanding of 103/8% Senior Subordinated Notes due 2015.


Pursuant to the Amendment, the incremental term loan bears interest at a rate per annum equal to, at NMG’s option, either (a) a base rate determined by reference to the highest of (1) the prime rate of Credit Suisse AG (the administrative agent), (2) the federal funds effective rate plus 1/2 of 1% and (3) the adjusted one-month LIBOR rate plus 1.00% or (b) an adjusted LIBOR rate (for a period equal to the relevant interest period, and in any event, never less than 1.25%), subject to certain adjustments, in each case plus an applicable margin.  The applicable margin for the term loans is now 2.50% for alternate base rate loans and 3.50% for LIBOR loans.


NMG is also entering into certain amendments to its Asset-Based Revolving Credit Facility in connection with the Amendment.


The terms of the Amendment are set forth in an amendment dated as of November 30, 2012 to the existing credit agreement.


On November 29, 2012, NMG also entered into a supplemental indenture described below under Item 8.01. The information concerning that supplemental indenture set forth in Item 8.01 is incorporated by reference to this Item 1.01.




Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


The information set forth in Item 1.01 is incorporated by reference to this Item 2.03.


Item 8.01. Other Events


Initial Settlement of Tender Offer


On November 30, 2012, NMG completed the initial settlement of its previously announced tender offer and consent solicitation in respect of its 103/8% Senior Subordinated Notes due 2015 (the “Notes”).  NMG accepted an aggregate of approximately $289 million principal amount of Notes for cancellation (representing approximately 58% of the outstanding Notes) and paid an aggregate of approximately $300 million.  NMG funded the tender offer and consent solicitation from an incremental term loan together with cash on hand.


On November 29, 2012, NMG executed a supplemental indenture to the indenture governing the Notes, to implement the amendments in respect of which consents were sought in the consent solicitation. This supplemental indenture eliminates substantially all of the restrictive covenants and related events of default in the indenture under which the Notes were issued, as well as amending certain other provisions in the indenture.


The tender offer and consent solicitation remain scheduled to expire at 12:00 midnight, New York City time, on December 12, 2012 (subject to extension at the Company’s option).  The withdrawal rights deadline and the consent time for the tender offer and consent solicitation have passed.  Any holders that have validly tendered their Notes after the consent time, or do so between the date of this report and the expiration of the tender offer, will receive the purchase price offered in the tender offer but will not receive any consent payment.


Notice of Redemption


On November 30, 2012, NMG delivered a notice of redemption to U.S. Bank National Association, trustee under the indenture governing the Notes (the “Trustee”). The notice of redemption provides the Trustee with notice that NMG will redeem all Notes that remain outstanding following the tender offer on December 31, 2012 (the “Redemption Date”), in accordance with the redemption provisions contained in the Notes and in the related indenture. The redemption price NMG will pay on the Redemption Date will be equal to 101.729% of the principal amount of the Notes that then remain outstanding (the “Redemption Price”), together with accrued and unpaid interest to the Redemption Date.  NMG intends to fund payment of the Redemption Price from proceeds of the incremental term loan along with cash on hand.


Interest on the Notes will cease to accrue on and after the Redemption Date, and the only remaining right of the holders of the Notes after the Redemption Date will be the right to receive payment of such Redemption Price, together with accrued and unpaid interest to the Redemption Date (unless NMG defaults in making the payment of the Redemption Price).




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
















November 30, 2012


/s/ James E. Skinner








James E. Skinner




Senior Vice President, Chief Operating Offer and Chief Financial Officer