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 (“CPPIB”) (the “Acquisition”) and will be co-issued by entities co-controlled by Ares and CPPIB.

The Notes were 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 Cash Pay Notes will bear interest at an annual rate of 8.00% and the PIK Toggle Notes will bear interest at an annual rate of 8.75% for interest payments made in cash and 9.50% for interest payments made in payment-in-kind. The price to investors will be 100% of the principal amount of the Notes.

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.

Neiman Marcus