Neiman Marcus Group Announces Exchange Offers and Consent Solicitations Relating to Existing Unsecured 8.000% Senior Cash Pay Notes Due 2021 and 8.750%/9.500% Senior PIK Toggle Notes Due 2021

Neiman Marcus Group LTD LLC, a Delaware limited liability company (the “Company”),
today announced the commencement of offers to exchange (the “Exchange
Offers”) any and all of its outstanding $960,000,000 aggregate
principal amount of existing unsecured 8.000% Senior Cash Pay Notes due
2021 (the “Existing Cash Pay Notes”) and
$655,746,580 aggregate principal amount of existing unsecured
8.750%/9.500% Senior PIK Toggle Notes due 2021 (the “Existing
PIK Toggle Notes” and, together with the Existing Cash Pay Notes,
the “Existing Notes”) for (i) as to
Eligible Holders (as defined below) who validly tender prior to the
Early Tender Date (as defined below), on a par-for-par basis, a
combination of (a) non-voting cumulative preferred shares of Series A
Preferred Stock of MYT Holding Co., a U.S. holding company (“MYT
Holding Co.”) that will indirectly hold, prior to the settlement
date of the Exchange Offers, NMG Germany GmbH, which holds and conducts
the operations of MyTheresa, accruing dividends at a rate of 10.000% per
annum (the “MYT Series A Preferred Stock”)
and (b) new third lien notes due 2024, bearing interest payable in cash
at a rate of 8.000% per annum in respect of exchanged Existing Cash Pay
Notes (the “New 8.000% Third Lien Notes”)
and 8.750% per annum in respect of exchanged Existing PIK Toggle Notes
(the “New 8.750% Third Lien Notes” and,
together with the New 8.000% Third Lien Notes, the “New
Third Lien Notes”), and (ii) as to Eligible Holders who validly
tender after the Early Tender Date but prior to the Expiration Date (as
defined below), New Third Lien Notes on a par-for-par basis. The New
Third Lien Notes shall be joint and several primary obligations of the
Company, The Neiman Marcus Group LLC, a Delaware limited liability
company, Mariposa Borrower, Inc., a Delaware corporation, and The NMG
Subsidiary LLC, a Delaware limited liability company.

Concurrently with the Exchange Offers, upon the terms and subject to the
conditions set forth in the Offering Memorandum and related Letter of
Transmittal, the Company is soliciting consents (the “Consent
Solicitations”) from holders of the Existing Notes 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 terms
of the Exchange Offers and Consent Solicitations are consistent with the
terms set forth in the previously announced Transaction Support
Agreement, dated March 25, 2019, as amended on April 10, 2019 and April
19, 2019, by and among the Company, certain of its affiliates and
holders of Existing Notes and term loans under the Company’s term loan
credit facility (the “TSA”).

The following table sets forth the total consideration per $1,000
principal amount of Existing Cash Pay Notes and Existing PIK Toggle
Notes if validly tendered prior to or on the Early Tender Date and the
exchange consideration per $1,000 principal amount of Existing Cash Pay
Notes and Existing PIK Toggle Notes if validly tendered after the Early
Tender Date and accepted for exchange in the Exchange Offers:

⁽¹⁾ Assuming 100% participation in the Exchange Offers by the
Early Tender Date. In the event that less than 100% of the Existing
Notes are tendered in the Exchange Offers by the Early Tender Date, each
holder tendering by the Early Tender Date will receive (a) additional
shares of MYT Series A Preferred Stock reflecting such holder’s Pro Rata
Share of the difference between (x) 250,000,000 shares of MYT Series A
Preferred Stock and (y) the number of shares of MYT Series A Preferred
Stock that would have been issued in the Exchange Offers if all holders
that tender by the Early Tender Date were to receive 154.72723451 shares
of MYT Series A Preferred Stock per $1,000 principal amount of Existing
Notes tendered and (b) an offsetting reduction in principal amount of
New Third Lien Notes per $1,000 principal amount of Existing Notes
tendered equal to the product of (i) the number of additional shares of
MYT Series A Preferred Stock described in clause (a) multiplied by (ii)
$1.00. The number of shares of MYT Series A Preferred Stock will be
rounded up or down to the nearest whole share. “Pro Rata Share”
means, as to any holder, the fraction, (x) the numerator of which is the
aggregate principal amount of Existing Notes tendered in the Exchange
Offers by such holder before the Early Tender Date and (y) the
denominator of which is the aggregate principal amount of Existing Notes
tendered by all holders of the Existing Notes in the Exchange Offers
before the Early Tender Date.

In addition to the consideration set forth above, holders of Existing
Notes who participate in the Exchange Offers will receive cash amounts
for accrued and unpaid interest in respect of their exchanged Existing
Notes up to, but not including, the settlement date for the Exchange
Offers.

In order to be eligible to receive the MYT Series A Preferred Stock,
Eligible Holders must validly tender (and not validly withdraw) their
Existing Notes prior to 5:00 p.m., New York City time, on May 10, 2019
(the “Early Tender Date”). Eligible Holders
of Existing Notes who validly tender after the Early Tender Date but
prior to the Expiration Date (and do not validly withdraw their tender)
will receive $1,000 principal amount of New 8.000% Third Lien Notes per
$1,000 principal amount of tendered Existing Cash Pay Notes and $1,000
principal amount of New 8.750% Third Lien Notes per $1,000 principal
amount of tendered Existing PIK Toggle Notes. The Exchange Offers will
expire at 11:59 p.m., New York City time, on May 24, 2019, unless
extended or earlier terminated (the “Expiration
Date”). Tendered Existing Notes may be validly withdrawn at any
time prior to 5:00 p.m. New York City time, on May 10, 2019, but not
thereafter. The settlement date for the Exchange Offers will occur on or
prior to the fifth business day following the Expiration Date.

As previously disclosed in the Company’s Current Report on Form 8-K
filed March 25, 2019, the consummation of the Exchange Offers and
Consent Solicitations is expected to occur substantially
contemporaneously with the issuance of $550 million of new second lien
notes and the amendment and extension of the Company’s senior secured
term loan facility (as so amended and extended, the “Amended
Term Loan Facility”).

As further described in the Offering Memorandum, it is expected that the
New Third Lien Notes will be secured by a collateral package that
includes (i) a first-priority security interest in $200 million of
currently unencumbered real estate (the “PropCo
Assets”), (ii) a third-priority security interest in the expanded
package of term loan priority collateral, (iii) a first-priority pledge
of 50% of the common equity interests of MYT Holding Co. and (iv) a
fourth-priority security interest in the collateral that secures the
Company’s existing revolving credit facility on a first lien basis, in
each case subject to permitted liens and other exceptions and
limitations as described in the Offering Memorandum. The first-priority
security interest in the PropCo Assets will be subject to a “call right”
in favor of the lenders under the Amended Term Loan Facility, pursuant
to which such lenders would have the option to fund in cash the
redemption of the New Third Lien Notes, at par, in a principal amount
equal to $200,000,000. Upon exercise of such call right, among other
items, the liens on the PropCo Assets securing the New Third Lien Notes
(as well as the second lien notes), will be subordinated to the liens in
favor of such lenders. It is expected that the New Third Lien Notes will
be guaranteed, subject to certain exceptions, by each of the Company’s
current and future domestic subsidiaries and future foreign
subsidiaries, and thatthe indenture governing the New Third
Lien Notes will have more restrictive negative covenants than those of
the Existing Indentures.

Under the terms of the MYT Series A Preferred Stock offered in the
Exchange Offers, NMG Germany GmbH and its subsidiaries that conduct the
operations of MyTheresa (the “MYT Operating
Entities”), will also be subject to certain covenants (distinct
from the negative covenants applicable to the Company and its restricted
subsidiaries), designed to enable those entities to continue to operate
in the ordinary course. However, the MYT Operating Entities will not
provide any direct guarantees or equity pledges in support of the New
Third Lien. These entities will remain outside of the Company’s credit
structure and will continue to operate as a standalone business.

The Exchange Offers will be conditioned on the satisfaction, or the
waiver by the Company, of certain conditions described in the Offering
Memorandum and related Letter of Transmittal. The Company may amend or
waive the conditions at any time, in its sole discretion, and may
terminate, modify or withdraw the Exchange Offers at any time and from
time to time and for any reason, including if any of the conditions are
not or will not be satisfied. The consummation of each Exchange Offer is
conditioned on, among other things, (i) the valid tender, and the
absence of valid withdrawal, of at least 95% of the aggregate
outstanding principal amount of the Existing Notes (in the aggregate), provided
that the 95% threshold may be lowered by the Company in its sole
discretion, (ii) the delivery, and absence of withdrawal, of the
consents with respect to more than 50% of the aggregate principal amount
of each series of the Existing Notes approving the adoption of the
amendments to each Existing Indenture, (iii) the consummation of the
other transactions contemplated by the TSA, (iv) the restructuring of
intercompany debt and equity rearrangement of the direct parent and the
subsidiaries of MYT Holding Co., (v) the consummation of the other
Exchange Offer, (vi) the continued effectiveness of the TSA and (vii)
certain other customary conditions. The adoption of the amendments to
each Existing Indenture requires the consent of the holders of a
majority of the aggregate principal amount of Existing Notes outstanding
pursuant to such Existing Indenture. Holders who validly tender (and do
not validly withdraw) their Existing Notes in the Exchange Offers will
be deemed to have delivered their related consents in the applicable
Consent Solicitation. After giving effect to the joinders to the TSA
from holders of Existing Notes and term loans under the Company’s term
loan credit facility after March 25, 2019, holders of approximately
90.8% of the Existing Notes have entered into the TSA and agreed to
deliver consents to amend the Existing Indentures pursuant to the
Consent Solicitations; as such, if the conditions to the Exchange Offers
are satisfied or waived and the Exchange Offers are consummated, the
amendments to the Existing Indentures will receive sufficient consent to
become operative.

The Exchange Offers are being made, and the New Third Lien Notes and MYT
Series A Preferred Stock are being offered and issued, only (a) in the
United States to holders of Existing Notes who the Company reasonably
believes are “qualified institutional buyers” (as defined in Rule 144A
under the Securities Act of 1933, as amended (the “Securities
Act”)) or institutional “accredited investors” (within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in
a private transaction in reliance upon the exemption from the
registration requirements of the Securities Act and (b) outside the
United States to holders of Existing Notes who are (i) persons other
than “U.S. persons” (as defined in Rule 902 under the Securities Act)
and (ii) “non-U.S. qualified offerees” (as will be defined in the letter
of eligibility described below) in reliance upon Regulation S under the
Securities Act (collectively, “Eligible Holders”).

The New Third Lien Notes and the MYT Series A Preferred Stock have not
been registered under 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 the
New Third Lien Notes or MYT Series A Preferred Stock, nor shall there be
any sale of the New Third Lien Notes or MYT Series A Preferred Stock, 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.

The Company is making the Exchange Offers only to Eligible Holders
through, and pursuant to, the terms of the Offering Memorandum and
related Letter of Transmittal. None of the Company, the dealer managers,
the information agent, the exchange agent, the trustee with respect to
the Existing Notes or the trustee with respect to the New Third Lien
Notes or any affiliate of any of the foregoing makes any recommendation
as to whether Eligible Holders should tender or refrain from tendering
all or any portion of the principal amount of such Eligible Holder’s
Existing Notes for New Third Lien Notes and MYT Series A Preferred Stock
in the Exchange Offers. Eligible Holders must make their own decision as
to whether to tender Existing Notes in the Exchange Offers and, if so,
the principal amount of Existing Notes to tender.

There can be no assurance that the Exchange Offers and Consent
Solicitations will be consummated on the terms described in this press
release or at all. The Company is obligated to consummate the Exchange
Offers in accordance with the terms of the TSA. The complete terms and
conditions of the Exchange Offers will be set forth in the Offering
Memorandum and related Letter of Transmittal.

Documents relating to the Exchange Offers will only be distributed to
Eligible Holders who certify that they are within the category of
Eligible Holders for these private exchange offers and who properly
complete an eligibility letter electronically through the website of
D.F. King & Co., Inc., the information agent for the Exchange Offers, at www.dfking.com/nmg,
or by calling (866) 751-6310 or emailing [email protected].

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, 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 including, among other things, the Company’s expectations
with respect to the amend and extend transaction described herein. 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 (i) the participation by noteholders in
the Exchange Offers, (ii) the satisfaction of the conditions to the
Exchange Offers, (iii) the availability of alternative transactions,
(iv) the impact of publicity surrounding negotiations related to the TSA
and related matters, (v) general financial or market conditions and (vi)
those factors discussed in the Offering Memorandum and 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.

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