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Newton Acquisition's merger with Neiman Marcus to be completed in Oct

Sep '05
In connection with the definitive agreement between The Neiman Marcus Group Inc ('Neiman Marcus') and Newton Acquisition Merger Sub Inc ('Newton Acquisition') regarding the acquisition of Neiman Marcus, Newton Acquisition announced that it has entered into an agreement to sell $700 million principal amount of 9 percent / 9.75 percent senior notes due 2015 and $500 million principal amount of 10.375 percent senior subordinated notes due 2015 (collectively the 'Notes').

Newton Acquisition was formed by investment funds associated with Texas Pacific Group and Warburg Pincus LLC (collectively, the 'Sponsors'), for the purpose of merging (the 'Merger') with and into Neiman Marcus, with Neiman Marcus continuing as the surviving corporation. As a result of the Merger, investment funds associated with or designated by the Sponsors, certain co-investors and certain members of Neiman Marcus' management will own Neiman Marcus.

Newton Acquisition will use the net proceeds from the offering of the Notes, together with the expected proceeds from a new $1,975 million senior secured term loan facility, certain drawings under a new $600 million asset-based revolving credit facility, equity financing and cash on hand of Neiman Marcus, to consummate the Merger. The offering of the Notes and the Merger are expected to close on or about October 6, 2005, subject to the satisfaction or waiver of closing conditions.

The Notes will be sold only to qualified institutionalbuyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S. The Notes have not and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

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