Neiman Marcus 2005 Annual Report Download - page 6

Our fiscal year ends on the Saturday closest to July 31. All references to fiscal year 2006 relate to the combined 52 weeks ended
July 29, 2006 (calculated as described in "The Transactions"); all references to fiscal year 2005 relate to the 52 weeks ended July 30,
2005; and all references to fiscal year 2004 relate to the 52 weeks ended July 31, 2004. References to fiscal years 2007 and years
thereafter relate to our fiscal years for such periods.
We make our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and related
amendments, available free of charge through our website at www.neimanmarcusgroup.com as soon as reasonably practicable after we
electronically file such material with (or furnish such material to) the Securities and Exchange Commission. The information contained
on our website is not incorporated by reference into this Form 10-K and should not be considered to be part of this Form
10-K.
The Transactions
On April 22, 2005, Neiman Marcus, Inc., formerly Newton Acquisition, Inc. (the Company), and its wholly-owned subsidiary,
Newton Acquisition Merger Sub, Inc. (Merger Sub), were formed and incorporated in the state of Delaware. On April 29, 2005, the
Company received subscriptions for 900 shares of its common stock from Newton Holding, LLC (Holding) in exchange for a capital
contribution of $900 and Merger Sub issued 900 shares of its common stock to the Company in exchange for a capital contribution of
$900. Holding, the Company and Merger Sub were formed by investment funds affiliated with Texas Pacific Group and Warburg Pincus
LLC (the Sponsors) for the purpose of acquiring The Neiman Marcus Group, Inc. (NMG).
In connection with the acquisition of NMG, Holding made an aggregate cash equity contribution of $1,420.0 million and a
noncash equity contribution of $25.0 million to the Company in exchange for the Company issuing 999,100 shares of its common stock
to Holding. In addition, certain members of executive management of the Company made cash equity contributions aggregating
$7.7 million and noncash equity contributions, consisting of shares of common stock and common stock options in NMG, aggregating
$17.9 million in exchange for 12,264 shares of common stock in the Company.
The acquisition of NMG was completed on October 6, 2005 through the merger of Merger Sub with and into NMG, with NMG
being the surviving entity (the Acquisition). Subsequent to the Acquisition, NMG is a subsidiary of the Company, which is controlled by
Holding.
The Sponsors financed the purchase of NMG and the concurrent redemption of the 6.65% senior notes due 2008 (2008 Notes)
through:
• application of the proceeds from the offering of senior notes and senior subordinated notes;
• initial borrowings under a senior secured asset-based revolving credit facility and a senior secured term loan facility;
• equity investments funded by direct and indirect equity investments from the Sponsors and other investors; and
• cash on hand at NMG.
The Acquisition was completed on October 6, 2005 and occurred simultaneously with:
• the closing of the offering of our senior notes (Senior Notes) and our senior subordinated notes (Senior Subordinated
Notes);
• the closing of our new senior secured asset-based revolving credit facility (Asset-Based Revolving Credit Facility);
• the closing of our new senior secured term loan facility (Senior Secured Term Loan Facility);
• the call for redemption of, the deposit into a segregated account of the estimated amount of the redemption payment related
to, and the ratable provision of security pursuant to the terms thereof for, the 2008 Notes;
• the ratable provision of security for the 2028 debentures (2028 Debentures) pursuant to the terms thereof;
• the termination of our existing $350 million unsecured revolving credit facility; and
• the equity investments described above.
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