Neiman Marcus 2013 Annual Report Download - page 23
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Table of Contents
Because NMG accounts for substantially all of our operations, we are subject to all risks applicable to NMG and dependent upon NMG’s distributions to
us.
Neiman Marcus Group LTD LLC is a holding company and, accordingly, substantially all of our operations are conducted through NMG and its
subsidiaries. As a result, we depend on the distribution of earnings, loans or other payments by our subsidiaries to us and are subject to all risks applicable to
NMG and to limitations on the ability of NMG and its subsidiaries to make such distributions, including under the terms of our Senior Secured Credit
Facilities and applicable law.
We are controlled by the Sponsors, whose interests as equity holders may conflict with those of the lenders under our Senior Secured Credit Facilities and
the holders of the Notes.
Following the Acquisition, we are controlled by the Sponsors. The Sponsors control the election of a majority of our directors and thereby have the
power to control our affairs and policies, including the appointment of management, the issuance of additional stock and the declaration and payment of
dividends. The Sponsors do not have any liability for any obligations under our indebtedness and their interests may be in conflict with those of the lenders
under our Senior Secured Credit Facilities and the holders of the Notes. For example, if we encounter financial difficulties or are unable to pay our debts as
they mature, the Sponsors may pursue strategies that favor equity investors over debt investors. In addition, our equity holders may have an interest in
pursuing acquisitions, divestitures, financing or other transactions that, in their judgment, could enhance their equity investments, even though such
transactions may involve risk to holders of our debt. Additionally, the Sponsors may make investments in businesses that directly or indirectly compete with
us, or may pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available
to us.
None.
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