The Notes are being issued in connection with the proposed acquisition of the Company by Ares Management LLC’s affiliated funds (“Ares”) and the Canada Pension Plan Investment Board and will be co-issued by entities co-controlled by Ares and CPPIB.

The Notes will be offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act.

The Notes have not been and will not be registered under the Securities Act or any state securities law, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Neiman Marcus Group

The Company's operations include the Specialty Retail Stores segment and the Online segment. The Specialty Retail Stores segment consists primarily of Neiman Marcus, Last Call and Bergdorf Goodman stores. The Online segment conducts direct to consumer operations under the Neiman Marcus, Horchow, Last Call and Bergdorf Goodman brand names.

Neiman Marcus