Restructuring Case Study: Mercer Capital

MERCER CAPITAL
Restructuring Case Study
September 2020
Authored by: Jeff K. Davis, CFA
jeffdavis@mercercapital.com
Taryn E. Burgess, CFA, ABV

burgesst@mercercapital.com
BUSINESS VALUATION &

FINANCIAL ADVISORY SERVICES
www.mercercapital.com
Overview of Case Study

Neiman Marcus Group, Inc. (“Neiman Marcus” or “Company”) is a Dallas, Texas-based holding company
that operates four retail brands: Neiman Marcus, Bergdorf Goodman, Last Call (clearance centers), and Mercer Capital is one of the largest
Horchow (home furnishings). Unlike other department store chains, such as JCPenney and Macy’s that independent business valuation and
cater to the mass market, Neiman Marcus’s target market is the top 2% of U.S. earners. financial advisory firms in the nation.
Among the notable developments over the last 15 years were two private equity transactions that Since 1982, we have provided thousands of
valuation opinions for corporations of all sizes in
burdened the Company with a significant debt load and one well-timed acquisition. The debt and
a wide variety of industries. Mercer Capital’s
acquisition figured prominently in the May 7, 2020 bankruptcy filing in which the company sought to comprehensive suite of valuation and corporate
reorganize under Chapter 11 with the backing of most creditors. advisory services for companies in the midst of
restructuring and/or bankruptcy include:
The Neiman Marcus chapter 11 bankruptcy raises multiple valuation issues: • Pre-Bankruptcy Planning / Reorganization
Plan Assessment
• Fraudulent Conveyance (Asset Stripping) • Allocation of Enterprise Value to Secure
• Distressed M&A Advisory / Fairness
and solvency related to pre-filing and Unsecured Creditors
Opinions
distributions
• Fresh Start Accounting
• Solvency Analysis and Opinions
• Liquidation vs. Going Concern Value
• Expert Witness Testimony
• Value of the Company once it emerges
from Chapter 11 • Fresh Start Accounting
Neiman Marcus Bankruptcy Case Study

© 2020 Mercer Capital
Mercer Capital is a business valuation and financial advisory firm. For more information, visit mercercapital.com. 2
Iconic Luxury
Retailer to Indebted
Morass
History
The iconic Neiman Marcus department store was established in 1907 in Dallas. Neiman Marcus prospered as oil wealth in Texas fueled demand for luxury goods. Neiman
Marcus merged with Broadway-Hale Stores (later rechristened Carter Hawley Hale Stores, Inc.) in the late 1960s.
Additional stores were opened outside of Texas in Atlanta, South Florida, and other wealthy enclaves around the U.S. except for New York where Bergdorf Goodman
(acquired in the 1970s) operated two stores.
Neiman Marcus with Bergdorf Neiman Marcus acquired MyTheresa, a Although Neiman Marcus’ common shares had
1987 Goodman was partially spun out as a
2014 German luxury e-commerce retailer with not been publicly traded since 2005, the
public company (remaining shares annual revenues of $130 million for $182 Company filed with the SEC because its debt was
spun in 1999). million of cash consideration. registered. During June 2019, the Company
deregistered upon an exchange of new notes and
The Company was acquired via a $5 Neiman Marcus filed an S-1 in anticipation of preferred equity for the registered notes. S&P
2005 billion LBO engineered by Texas
2015 being a public company again. The described the restructuring as a selective default
Pacific Group and Warburg Pincus. registration statement was withdrawn due to because debt investors received less than
weak investor demand. promised with the original securities
The PE-owners sought an IPO after The entity that held the shares of MyTheresa
2013 rebounding from The Great Financial
2018 (MyT Holding Co.) was transferred via a
Crisis. Instead, Neiman Marcus was series of dividends to the Neiman Marcus
acquired for $6 billion by Ares holding company directly controlled by Ares
Management and the Canada and CPPIB, placing the interest out of the
Pension Plan Investment Board reach of Creditors.
(“CPPIB”).

Historical Financials
Fiscal Years Ended LTM 9 Months Ended Fiscal Years Ended LTM 9 Months Ended
8/1/15 7/30/16 7/29/17 7/28/18 4/27/19 4/28/18 4/27/19 8/1/15 7/30/16 7/29/17 7/28/18 4/27/19 4/28/18 4/27/19
Income Statement Items ($M) Balance Sheet Items ($M)
Revenue $5,095 $4,949 $4,706 $4,900 $4,688 $3,768 $3,556 Cash 73 64 49 39 39 39 39
Pretax Income 28 (547) (749) (211) (242) (89) (120) Other Current Assets 126 147 185 158 335 164 335
Inventory 1,155 1,125 1,154 1,116 1,065 1,180 1,065
Interest 290 286 296 307 322 230 245
Amortization 137 111 104 98 95 73 70 Fixed Assets (net) 1,478 1,588 1,587 1,570 1,534 1,567 1,534
Depreciation 210 251 250 239 225 181 167 Favorable Leases 1,040 986 931 879 841 892 841
Impairment 0 466 511 0 0 0 0 Other Assets 17 17 16 45 41 45 41
EBITDA $665 $567 $412 $433 $400 $395 $362 Intangible Assets 4,831 4,330 3,782 3,739 3,504 3,762 3,504
Capex 270 301 205 175 197 110 132 Total Assets $8,720 $8,257 $7,704 $7,546 $7,359 $7,649 $7,359
EBITDA - Capex $395 $266 $207 $258 $203 $285 $230
Current Liabilities 837 811 774 831 722 797 722
Other Liabilities 1,884 1,890 1,758 1,304 1,320 1,356 1,320
EBITDA Margin 13.1% 11.5% 8.8% 8.8% 8.5% 10.5% 10.2%
Debt 4,585 4,613 4,705 4,652 4,940 4,667 4,940
EBITDA-Capex 7.8% 5.4% 4.4% 5.3% 4.3% 7.6% 6.5%
Equity $1,414 $943 $467 $759 $377 $829 $377
Financial Ratios ($M)

The financial statements presented above provide a summary of the Company’s
Tangible Equity (4,457) (4,373) (4,246) (3,859) (3,968) (3,825) (3,968)
financial performance for the fiscal years ended July 31, 2015-2018 and the nine Debt / EBITDA 6.9x 8.1x 11.4x 10.7x 12.4x 8.9x 10.2x
months ended April 27, 2018 and 2019 derived from its 10-K and 10-Qs filed with EBITDA / Int Exp 2.3x 2.0x 1.4x 1.4x 1.2x 1.7x 1.5x
the SEC. The Company subsequently “went dark” by deregistering during June Source: Neiman Marcus Group LTD LLC 10-K and 10-Qs (NM deregistered 6/21/19)
2019, eleven months prior to filing.
Of note is the extremely high debt burden that equated to 12.4x EBITDA for the
last twelve months (“LTM”) ended April 27, 2019. Federal banking regulators
consider a company to be “highly levered” if debt exceeds EBITDA by 6x.

High Debt Burden Compared to Peers

Neiman Marcus has struggled with a high debt load since the LBO in 2005, which has been Debt to EBITDA
magnified by the disruptive impact of online retailing on department stores.
Neiman Marcus
• EBITDA declined from $665 million in FY2015 to $400 million in the LTM period ended
April 27, 2019, the last quarter in which the Company filed with the SEC. Dillard's
Ralph Lauren
• The EBITDA margin declined by > 1/3 from 13.1% to 8.5% over the same time.
0.0x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x
• Debt equated to 12.4x LTM EBITDA and covered interest expense by 1.2x.
EBITDA to Interest Expense
By way of reference, the debt/EBITDA and EBITDA/interest ratios for Ralph Lauren (NYSE:
RL) for the fiscal year ended March 30, 2019 were 1.0x and 47.1x, while the respective ratios Neiman Marcus
for Dillard’s (NYSE: DDS) were 1.2x and 9.9x for the fiscal year ended February 2, 2019.
Dillard's
Moody’s downgraded the Company’s corporate credit rating to B3 from B2 in October 2013 Ralph Lauren
with the acquisition by Ares and CPPIB. Moody’s also established an initial rating of Caa2 for
unsecured notes issued to finance the acquisition. By the time the notes were deregistered, 0.0x 10.0x 20.0x 30.0x 40.0x 50.0x
Moody’s had reduced the corporate rating to Caa3 and notes to Ca. Source: S&P Global Market Intelligence
Moody’s defines Caa as obligations that “are judged to be of poor standing and are subject to
very high credit risk,” and Ca as obligations that are “highly speculative and are likely in, or
very near, default, with some prospect of recovery in principal and interest.”

Competition Amidst the Rise of E-commerce

At the time of bankruptcy, Neiman Marcus generated about one-third of its
sales (about $1.5 billion) online. MyTheresa accounted for about $500 million
of the online sales, up from $238 million in 1Q17 when certain subsidiaries
that held MyTheresa were designated “unrestricted subsidiaries” by the
Company.
While MyTheresa’s sales increased, the legacy department store business

declined as the Company struggled to connect with younger affluent
customers who favored online start-up boutiques and had little inclination to
shop in a department store.
• E-commerce sales as a portion of total retail sales have doubled over

the last five years to about 12% in 2019.
• The move to work from home (“WFH”) and social distancing practices
born of COVID-19 in early 2020 have accelerated the trend such that
the pre-COVID-19 projection of e-commerce sales rising to 15% by
2020 will likely prove to be significantly conservative.

Neiman Marcus
Files for
Bankruptcy
Source: Business Insider

Neiman Marcus is closing
another department store,
bringing its total closings to
22 locations.
Bankruptcy Filing
Neiman Marcuse filed on May 7, 2020 for chapter 11 bankruptcy protection. The COVID-19 induced shutdown of the economy was the final nail in the coffin. The shutdown
forced major furloughs and the closing of its stores in accordance with various local shelter-in-place regulations. Other recent retail bankruptcies include: Lord & Taylor, Men’s
Warehouse, Ann Taylor, Brooks Brothers, Lucky Brands, and J. Crew with many more expected to file.
The initial plan called for creditors to convert $4 billion of $5 billion of debt into equity. The plan does not provide for mass store closures or asset sales, although the Last Call
clearance stores will close. As noted, the bankruptcy filing follows a restructuring in June 2019 that entailed:
• An exchange of all but $137 million of $960 million of 8.0% cash pay and $656 million of 8.75%/9.50% PIK Toggle unsecured notes for $1.2 billion of (i) 8.0% and
8.75% third lien Company notes and (ii) $250 million of Series A preferred equity in MyT Holding Co., a US-based entity that holds the German corporate entity that
operates MyTheresa;
• The issuance of $550 million of new second-lien 6.0% cash pay/8.0% PIK notes due 2024 with a limited senior secured claim of $200 million from MyT Holding Co.
and other MyT affiliates;
• A partial paydown of the first-lien term loan facility at par with the proceeds of the second lien notes; and,
• An exchange for the remaining $2.2 billion first-lien credit facility with a new facility and an extension of the maturity to October 2023.
The restructuring did not (apparently) materially impact the Company’s $900 million asset-based credit facility of which $455 million was drawn as of April 2019; or the first lien
$125 million debentures due in 2028.

Bankruptcy Filing
Market participants assigned little value to the $1.2 billion of third 50
lien notes that were trading for around 8% of par when the filing During June 2019 NM restructured part of its
occurred and 6% of par in late August 2020. 45 debt that included the issuance of $250M of
preferred equity and $1.2B of non-registered 3rd
lien 8.0% notes for $960M of 8.0% cash pay
The binding Restructuring Support Agreement (“RSA”), dated May 7, 40
notes due 10/21 and $656M of 8.25% notes for
2020, included commitments from holders of 99% of the company’s 8.75%/9.50% PIK Toggle notes also due 2021
term loans, 100% of the second line notes, 70% of the third line 35
Price as % of Par (100)

notes, and 78% of the residual unsecured debentures to equitize Markets price impact of
their debt. Also, certain creditors agreed to backstop $675 million of 30 COVID-19 economic
debtor-in-possession (“DIP”) financing and to provide $750 million of lock-downs
exit financing which would be used to refinance the DIP facility and 25
provide incremental liquidity.

20
DIP financing is often critical to maintain operations during the
bankruptcy process when the company has little cash on hand. DIP 15
financing is typically secured by the assets of the company and can
rank above the payment rights of existing secured lenders. DIPs 10
often take the form of an asset-based loan, where the amount a
5 5/11/20 bankruptcy filing
company borrows is based on the liquidation value of the inventory,
assuring that if the company is unable to restructure, the loan can be
repaid from the liquidation of assets. 0
8.0% 3rd Lien Notes 8.25% 3rd Lien Notes Source: Bloomberg

Bankruptcy Path: Chapter 7 vs. Chapter 11

Federal law governs the bankruptcy process. Broadly, a company will either Most public companies and substantive private ones, such as Neiman Marcus, file
reorganize under Chapter 11 or liquidate under Chapter 7. under Chapter 11. If successful, the company emerges with a manageable debt load
and new owners. If unsuccessful, creditors will move to have the petition dismissed
A Chapter 7 filing typically is made when a business has an exceedingly large or convert to a Chapter 7 to liquidate.
debt combined with underlying operations that have deteriorated such that a
reorganized business has little value. Under Chapter 7, the company stops all Most Chapter 11 filings are voluntary, but sometimes creditors can force an
operations. A U.S. bankruptcy court will appoint a trustee to oversee the involuntary filing. Normally, a debtor has four months after filing to propose a
liquidation of assets with the proceeds used to pay creditors after legal and reorganization plan. Once the exclusivity period ends creditors can propose a
administrative costs are covered. Unresolved debts are then “discharged,” and competing plan.
the corporate entity is dissolved.
Under Chapter 11, the business continues to operate, often with the same
management and board who will exert some control over the process as “debtor
in possession” operators. Once a Chapter 11 filing occurs, the debtor must
obtain approval from the bankruptcy court for most decisions related to asset
sales, financings, and the like.

Bankruptcy Path: Chapter 7 vs. Chapter 11 (cont.)

Usually, the debtor continues to operate the business; however, sometimes the Once an agreement is reached it must be confirmed by the court in accordance with
bankruptcy court will appoint a trustee to oversee the business if the court finds the Bankruptcy Code before it can be implemented. Even if creditors (and
cause to do so related to fraud, perceived mismanagement and other forms of sometimes stockholders) vote to reject the plan, the court can disregard the vote
malfeasance. and confirm the plan if it believes the parties are treated fairly.
The U.S. Trustee, the bankruptcy arm of the Justice Department, will appoint one or Neiman Marcus pursued a “prepackaged” or “prepack” Chapter 11 in which the
more committees to represent the interests of the creditors and stockholders in company obtained support of over two-thirds of its creditors to reorganize before
working with the company to develop a plan of reorganization. The trustee usually filing. Under the plan the Company would eliminate about $4 billion of $5.5 billion of
appoints the following: debt. The creditors also committed a $675 million DIP facility that will be replaced
with a $750 million facility once the plan is confirmed by the court.
• The “official committee of unsecured creditors”;
• Other creditors committee representing a distinct class of creditors such as

secured creditors or subordinated bond holders; and,
• Stockholders committee.

The Role of
Valuation in
Bankruptcy
The Role of Valuation in Bankruptcy

Valuation issues are interwound in bankruptcy proceedings, especially in Chapter 11 filings when a company seeks to reorganize. Creditors and the debtor will hire legal and
financial advisors to develop a reorganization plan the maximizes value and produces a reorganized company that has a reasonable likelihood of producing sufficient cash
flows to cover its obligations.
There are typically three valuation considerations for companies restructuring though Chapter 11 Bankruptcy:
1. Companies must prove that a Chapter 11 Restructuring is in the “best interest” of its stakeholders;
2. A cash flow test must prove that post-reorganization the debtor will be able to fund obligations; and,
3. “Fresh Start Accounting” must be adopted in which the balance sheet is restated to fair value.
Sometimes, as is the case with Neiman Marcus, there is a fourth valuation-related issue that deals with certain transactions that may render a company insolvent.

Side Story: Fraudulent Conveyance
A side story to Neiman Marcus relates to the 2018 transaction in which the shares
MyTheresa were transferred to bankruptcy-remote affiliates of the PE owners, Ares and
CPPIB. Under U.S. bankruptcy law, transferring assets from an insolvent company is a 3/14/17 9/14/18 9/14/18
fraudulent transaction. Declaration Pre-Dividend Post-Dividend
Neiman Marcus (x-MyTheresa.com)

During 2017, Neiman Marcus publicly declared the subsidiaries that held the shares
Guideline Company Method (50%) $2,440 $3,035 $3,035
were “unrestricted subsidiaries.” Once the distribution occurred in September 2018,
Discounted Cash Flow Method (50%) 3,142 3,106 3,106
creditors litigated the transaction. All but one (Marble Ridge) settled in 2019 as part of
Concluded Value for NM (x-MyTheresa.com) 2,791 3,071 3,071
the previously described debt restructuring.
MyTheresa.com
Since the bankruptcy filing occurred, the unsecured creditors commissioned a valuation Guideline Company Method (50%) $657 $803
expert to review the transaction to determine whether Neiman Marcus was solvent as Discounted Cash Flow Method (50%) 683 834
of the declared date, immediately prior to the distribution and after the distribution. Concluded Value for MyTheresa.com 670 819 0
As shown, the creditor's expert derived a negative equity value on all dates. If the court Neiman Marcus Enterprise Value $3,461 $3,889 $3,071
accepted the position, then presumably Ares and CPPIB would by liable for fraudulent Less: Debt (4,707) (4,713) (4,713)
conveyance. Add: Cash 48 39 35

Neiman Marcus Equity Value ($1,198) ($785) ($1,608)
At the time the distribution occurred, Neiman Marcus put forth an enterprise valuation
Source: The Michel-Shaked Group expert valuation report, dated July 15, 2020
of $7 billion and relied upon the opinion of two national law firms that it was within its
rights to execute the transaction. Since filing, the PE owners have commissioned one
or more valuation experts whose opinion has not been disclosed.

Side Story: Fraudulent Conveyance
On July 31, 2020, the committee of unsecured creditors and the Company reached compared to 30 cents or higher by Jeffrey’s). Marble Ridge and Jeffrey’s, on behalf
a settlement related to the fraudulent conveyance claims arising from the of an unnamed client, were prepared to buy shares from some creditors who were
MyTheresa transaction. Ares and CPPIB agreed to contribute 140 million merchandise venders who had not been paid and needed cash immediately.
MyTheresa Series B preferred shares, which represents 56% of the B class shares,
to a trust for the benefit of the unsecured creditors. The Company also agreed to The anti-competitive action was alleged to have cost creditors upwards of $50
contribute $10 million cash to the trust. A range of value for the series B shares of million. Marble Ridge subsequently resigned from the creditors committee and
$0 to $275 million was assigned in a revised disclosure statement filed with the announced plans to close the fund. Kamensky was arrested on September 7th and
bankruptcy court. charged with securities fraud, extortion, wire fraud, and obstruction of justice,
according to the U.S. Attorney’s Office for the Southern District of New York.
Marble Ridge, which served on the committee, did not view the settlement as
sufficient as was the case in 2019 when it did not participate in the note exchange
as part of the 2018 litigation settlement.
During August, it became known that Marble Ridge founder Dan Kamensky
pressured investment bank Jeffrey’s not to make a bid for the shares that were to
be placed in a trust because it planned to bid too (reportedly 20 cents per share

Best Interest Test

A best interest test must show that the reorganization value is higher than the liquidation value of the company, to ensure that the creditors in Chapter 11 receive at least as
much under the restructuring plan as they would in a Chapter 7 liquidation.
In the case of Neiman Marcus, the liquidation versus reorganization valuation analysis was a formality because most unsecured creditors and the Company agreed to a
prepackaged plan subject to resolution of such items as the MyTheresa shares. Nonetheless, we summarize both for illustration purposes.

Liquidation Analysis
A rough calculation of Neiman Marcus’ liquidation value is included below, based The recovery ratio applied to Neiman Marcus’ inventory is higher than typical
on balance sheet data from April 2019 (the most current figures available). recovery ratios across the broader apparel industry since much of Neiman’s
Substantial value in a liquidation analysis depends upon what an investor would be inventory is designer goods. Nonetheless, the analysis implies creditors would face
willing to pay for the rights to the Neiman Marcus name, customer lists, and a significant haircut in a Chapter 7 liquidation scenario.
proprietary IP code.
Range of Liquidation Value Range of Liquidation Value

Book Value Low End High End Book Value Low End High End
Cash $129 100% $129 100% $129 Pre-Petition ABL Facility $765 100% $765 100% $765
ABL Segregated Cash 50 100% 50 100% 50 Pre-Petition FILO Facility 102 100% 102 100% 102
Accounts Receivable 45 82% 37 100% 45 DIP Term Loan 531 76% 404 100% 531
Merchandise Inventory 900 94% 846 104% 936 Amended Term Loan 2,255 0% 0 7% 167
Prepaids & Other Deposits 50 25% 13 50% 25 2013 Term Loan Stub 13 0% 0 7% 1
Intellectual Property 125 50% 63 100% 125 7.125% First Lien Debentures 129 0% 0 0% 0
14.0% PIK 2nd Lien Notes 606 0% 0 0% 0
Net Fixed Assets NA NA 381 NA 476
3rd Lien Notes (8.0% / 8.75%) 1,285 0% 0 0% 0
Other Assets 88 0% 0 5% 4
Estimated Secured Claims $5,686 $1,271 $1,566
Avoidance Actions NA NA 0 NA 275
Estimated Secured Recovery % 22% 28%
Assets to be Liquidated $1,387 $1,518 $2,065
Proceeds for General Unsecured Creditors $0 $276

Accrued Payroll & Benefits $16 100% $16 100% $16
General Unsecured Creditors' Claims 5,288 4,848
Other Current Liabilities 20 100% 20 100% 20
Estimated Unsecured Recovery % 0% 6%
Other Priority & Admin Claims 39 120% 47 100% 39
Source: Disclosure Statement for the Debtors’ First Amended Joint Plan of Reorganization Pursuant to
Chapter 7 Trustee Fees Variable 100% 25 100% 28
Chapter 11 of the Bankruptcy Code, dated 8/4/20 and Mercer Capital
Wind Down Expenses 121 115% 139 100% 121
Admin Claims & Liq Costs $196 $247 $224
Proceeds after Wind Down $1,271 $1,841

Reorganization (Going Concern) Analysis

The reorganization value represents the value of the company once it has emerged
as a going concern from Chapter 11 bankruptcy. Typically, the analysis will develop
a range of value based upon:
1. Discounted Cash Flow (“DCF”) Method;
2. Guideline Public Company Method; and,
3. Guideline Transaction Method.
Guideline methods develop public company and M&A “comps” to derive

representative multiples to apply to the subject company’s earnings and cash flow.
Market participants tend to focus on enterprise value (market value of equity and
debt net of cash) in relation to EBITDA. Secondary multiples include enterprise value
in relation to EBIT, EBITDA less ongoing Capex, and revenues.
As it relates to Neiman Marcus, Lazard Freres & Co. (“Lazard”) as financial advisor
focused on adjusted EBITDA for the LTM period ended February 1, 2020 and the
projected 12 months ended February 1, 2022. In doing so, Lazard looked past 2020
and 2021 as excessively abnormal years due to the COVID19 induced recession.
Our observation is that this treatment (for now) is largely consistent with how many
market participants are treating various earning power measures in industries that
were severely impacted by the downturn.

Discounted Cash Flow Methodology

A DCF analysis for Neiman Marcus that assumes the Company emerges from bankruptcy in the fall of 2020 will incorporate the impact of the adverse economy as reflected in
presumably subpar operating performance in the first year or two of the projections. More generally, the DCF method involves three key inputs.
Forecast of Expected Terminal Value Discount Rate

Future Cash Flows
The terminal value represents all cash flow The discount rate is essential in estimating the
Valuation practitioners typically develop cash values outside of the discrete forecast period. present value of forecasted cash flows. A proper
flow forecasts for specific periods of time, This value is calculated through capitalizing discount rate is developed from assumptions
ranging anywhere from three to ten years or as cash-flow at the end of the forecast period, about costs of equity and debt capital, and
many periods as necessary until a stable cash based on expectations of long-term cash flow capital structure of the new entity. For costs of
flow stream can be realized. Key elements of growth rate and discount rate. Alternatively, a equity capital, a build-up method is used with
the forecast include projected revenue growth, terminal value can be determined through the long-term risk-free rate, equity premia, and other
gross margins, operating costs, and working application of projected or current market industry/company-specific factors as inputs. Cost
capital and capital expenditure requirements. multiples. of debt capital and new capital structure can be
Data from other publicly traded companies based on benchmark rates or comparable
within similar lines of business can serve as corporations. The discount rate should reflect the
good reference points for the evaluation of each financial risks that come with the projected cash
element in the forecast. flows of the restructured entity.
The sum of the present values of all forecasted cash flows indicates the enterprise value of the emerging company for a set of forecast assumptions. Reorganization value is
the total sum of expected business enterprise value and proceeds from the sale or disposal of assets during the reorganization.

Neiman Marcus’ Hypothetical DCF Value

Projected Post-Reorganized Neiman Marcus Terminal Value Calculation
Post-Reorganization Projections Year 1 Year 2 Year 3 Year 4 Year 5 Adjusted Year 5 Cash Flow 286
Projected Revenue $3,407 $3,982 $4,148 $4,271 $4,435 Terminal Growth Rate 3.00%
Terminal Year Free Cash Flow $295
Growth Rate 16.9% 4.2% 3.0% 3.8%
Projected EBITDA 66 342 429 467 505
WACC 13.00%
EBITDA Margin 1.9% 8.6% 10.3% 10.9% 11.4% - Terminal Growth Rate -3.00%
- Depreciation (289) (290) (294) (300) (300) Terminal Capitalization Rate 10.00%
Earnings before Interest & Taxes (EBIT) (223) 52 135 167 205 Terminal Capitalization Factor 10.0x
- Estimated Taxes 25.7% 57 (13) (35) (43) (53) Terminal Value 2,950
Net Op Profit After Tax (NOPAT) (166) 39 100 124 152 Discounting Periods 3/31/25 4.5
+ Depreciation 289 290 294 300 300 Discount Factor 13.00% 0.5770
Present Value of Terminal Value $1,700
- Capital Expenditures (96) (98) (99) (95) (95)
- Cash Adj to EBITDA (140) (20) (20) (20) (20)
Relative Value Analysis
- Pension Contribution & Other LT Liabilities (45) (44) (49) (54) (57) 2024 EBITDA $505
+/- Incremental Working Capital 153 (60) 30 9 6 Implied Terminal Value /2024 EBITDA 5.8x
Free Cash Flow to Firm (5) 107 256 264 286
Valuation Date 9/30/20 3/31/21 3/31/22 3/31/23 3/31/24 3/31/25 2024 Revenues $4,435
Discounting Periods 0.5 1.5 2.5 3.5 4.5 Implied Terminal Value/2024 Revenues 0.67x
WACC Discount Rate 13.0% 0.9407 0.8325 0.7367 0.6520 0.5770 Present Value of Discrete Cash Flows $611
PV of Free Cash Flows ($4) $89 $189 $172 $165 + Present Value of Terminal Value 1,700
Enterprise Value Post-Reorganization 2,311
Present Value of Discrete Cash Flows $611
Source: Neiman Marcus forecast (per 8/4/20 Disclosure Statement, Exhibit C) and Mercer Capital + Cash 129
+ Present Value of Terminal Value 1,700 Calculated below
+ MyTheresa Series B Preferred Shares 138
Enterprise Value Post-Reorganization 2,311
Existing Debt (with Initial DIP) 5,686
+ Cash 129
Less: Creditor Agreement Debt (1,398)
+ MyTheresa Series B Preferred Shares 138
Converted Debt-to-Equity 4,288 $1,179
Existing Debt (with Initial DIP) 5,686
Less: Creditor Agreement Debt (1,398) 27.5% Recovery rate on a combined basis
Converted Debt-to-Equity 4,288 $1,179 27.5% Recovery rate on a combined basis
Cash Flow Test & Fresh Start Accounting

Cash Flow Test Fresh Start Accounting
The second valuation hurdle Neiman Marcus will have to jump is a cash flow test. When emerging from bankruptcy in the case of going concern, fresh-start
The cash flow test determines the feasibility of the reorganization plan and the accounting could be required to allot a portion of the reorganization value to
solvency of future operations. Since a discounted cash flow analysis is typically specific intangible assets. The fair value measurement of these assets requires the
used to determine reorganization value, the projected cash flows from this analysis use of multi-period excess earnings method or other techniques of purchase price
are compared to future interest and principal payments due. allocations.
Additionally, the cash flow test details the impact of cash flows on the balance
sheet of the restructured entity, entailing modeling changes in the asset base and
in the debt obligations of and equity interests in the company. Therefore, the DCF
valuation and cash flow tests go together because the amount of debt that is
converted to equity creates cash flow capacity to service the remaining debt. If the
cash flow model suggests solvent operations for the foreseeable future, the
reorganization plan is typically considered viable.

Conclusion
Conclusion
Neiman Marcus plans to eliminate about $4 billion of over $5 billion of debt and Creditors and the Company negotiated a plan that has presumably maximized (or
$200 million of annual interest expense in a reorganization plan that was approved nearly so) value to each creditor class based upon the priority of their claims. We
by U.S. bankruptcy judge David Jones in September 2020. were not privy to the analysis each class produced and how their views of the
various analyses, relative negotiating strength and the like, drove the settlement.
The plan will transfer the bulk of ownership to the first lien creditors, including
PIMCO, Davidson Kempner Capital Management and Sixth Street Partners. Ultimately, the performance of the reorganized Neiman Marcus will determine the
PIMCO will be the largest shareholder with three of seven board seats. eventual amount recovered by creditors to the extent shares are not sold
immediately.
Other creditors will receive, in effect, a few pennies to upwards of one-third of what
they were owed depending in part on the value of MyTheresa Class B preferred Some creditors would be expected to sell the shares immediately, while others who
shares that were contributed to a trust for the benefit of unsecured creditors. Also, have flexibility to hold equity interests and have a favorable view of the reorganized
the Company’s term loan lenders, second lien and third lien note holders waived company’s prospects may wait to potentially realize a greater recovery.
their right to assert deficiency claims and thereby eliminated upwards of $3.3 billion
of additional claims in the general unsecured claims pool (now limited to $340 to On the following page we have constructed a waterfall analysis which we compare
$435 million). with the actual settlement. We assume a range of enterprise values based upon
multiples of projected FY22 EBITDA, or $342 million, and compare the residual
Lazard estimated the value of the reorganized Company upon exit from bankruptcy equity after each claimant class is settled to provide perspective on the creditors’
to approximate $2.0 billion to $2.5 billion on an enterprise basis with the equity recovery.
valued at $800 million to $1.3 billion.

Conclusion
This waterfall implies that class 5 through 7 debt, Range of Assumed Value for Waterfall Class Projected Recovery
which for our purposes here is more or less pari
FY22E EBITDA (+/- "Ongoing") $342 $342 $342 $342 $342
passu, should receive the bulk if not all of the
Multiple 4.5x 5.0x 5.5x 7.0x 7.5x
equity given $2.4 billion of debt owed to the three
Enterprise Value $1,539 $1,710 $1,881 $2,394 $2,565
classes. Because ~10% of the equity was
Add: Cash 129 129 129 129 129
allocated to subordinated creditors, the senior
MyTeresa Class B Preferred 138 138 138 138 138 $0-275M value, allocated to
lenders may have been willing to cede some unsecured creditors
Non-Operating Assets 0 0 0 0 0
ownership in order to reach a settlement more
Less: Other Secured & Priority Claims TBD TBD TBD TBD TBD 1, 2 100%; cash payment
quickly.
Asset Backed Debt Facility (749) (749) (749) (749) (749) 3 100%; cash payment
FILO Secured Claims (100) (100) (100) (100) (100) 4 100%; cash payment
Per the settlement, ~90% of the equity was
DIP Term Loan (Initial Draw) (531) (531) (531) (531) (531) 4 100%; cash payment
allocated to the 2019 senior secured term loan
Equity Value to be Allocated $426 $597 $768 $1,281 $1,452
(~$2.3 billion; 87.5%), 2013 residual senior
2019 Sr Secured Term Loan $2,255 426 597 768 1,281 1,452 5 33%; 87.5% of Newco equity
secured loan ($13 million) and first lien debentures % of Par 19% 26% 34% 57% 64%
($129 million; 2.8%).
2nd Derivative Residual Equity $0 $0 $0 $0 $0
2013 Sr Secured Term Loan $13 0 0 0 0 0 6 12.8%; 0.2% of Newco
Recovery for the 2019 senior secured creditors equity
% of Par 0% 0% 0% 0% 0%
was estimated in the Disclosure Statement to
3rd Derivative Residual Equity $0 $0 $0 $0 $0
approximate 33% compared to about 19% for the
First Lien Debentures $129 0 0 0 0 0 7 18.8%; 2.8% of Newco
first lien debentures. % of Par 0% 0% 0% 0% 0% equity
Source: Mercer Capital; Disclosure Statement and Order Confirming the Reorganization Plan by
the US Bankruptcy Court of the Southern District of Texas, Houston Division dated September 4, 2020

Conclusion
Interests in MyTheresa also impacted projected Range of Assumed Value for Waterfall Class Projected Recovery
recoveries for the junior and unsecured creditors,
4th Derivative Residual Equity $0 $0 $0 $0 $0 1.4%; 1% of Newco equity,
a byproduct of the litigation to settle the fraudulent
7yr warrant for 25% equity;
conveyance claims related to the 2018 transaction. Second Lien Notes $606 0 0 0 0 0 8
and $200M of MyT 7.5% PIK
% of Par 0% 0% 0% 0% 0%
notes (2L MyT Distribution)
The second lien noteholders ($606 million) would 5th Derivative Residual Equity $0 $0 $0 $0 $0
5.6%; 8.5% of Newco equity
obtain (i) 1.0% equity interest; (ii) seven-year Third Lien Notes $1,228 0 0 0 0 0 9
and 49.9% of MyT common
warrants to purchase up to 25% of the re- % of Par 0% 0% 0% 0% 0%
(3L MyT Distribution)
organized equity at an agreed upon strike price; 6th Derivative Residual Equity $0 $0 $0 $0 $0
2%-34; Liquidation of trust w
(iii) participation rights in the exit loan and Unsecured Notes $137 0 0 0 0 0 10
$10M cash from NM and
% of Par 0% 0% 0% 0% 0%
associated fees; and (iv) an economic interest in MYT Series B preferred
MyTheresa in the form of $200 million of 7.5% PIK 7th Derivative Residual Equity $0 $0 $0 $0 $0 shares worth estimated $0-
11 $275M; claims < $50k to be
notes. General Unsecured Claims $387 0 0 0 0 0
paid in full in cash
% of Par 0% 0% 0% 0% 0%
The disclosure statement indicates the recovery Residual Value to NM Equity Holders $0 $0 $0 $0 $0
equates to less than 2% of what is owed to the
* Claims reflect contractual amounts, accrued interest where applicable and other projected amounts
second lien note holders, which appears to
exclude whatever value is attributable to the PIK
Source: Mercer Capital; Disclosure Statement and Order Confirming the Reorganization Plan by
notes because 1% of the Newco equity would the US Bankruptcy Court of the Southern District of Texas, Houston Division dated September 4, 2020
equate to $800 thousand to $1.3 million of value
based upon a range of equity value of $800 million
to $1.3 billion.

Conclusion
The third lien noteholders ($1.3 billion) would obtain (i) 8.5% equity interest; (ii) At the time the settlement was announced in late July, the value attributed to the
participation rights in the exit loan and associated fees; and (iii) 50% economic and preferred shares was $162 million; however, the August 3 Disclosure Statement
49.9% voting interest in the common equity of MyTheresa. assigned a range of value of $0 to $275 million. Marble Ridge reportedly had
planned to bid 20 cents per share to provide certain unsecured creditors (e.g.
The disclosure statement indicates the recovery to be 5.6% of the claim, which also unpaid vendors) immediate liquidity before the fracas with Jeffrey’s occurred.
appears to exclude the value of the MyTheresa common shares if the equity
interest is equal to $68 million to $110 million based upon an aggregate equity * * * * * * *
value of $800 million to $1.3 billion.
Neiman Marcus emerged from Chapter 11 by September 30, 2020 in a streamlined
The issuance of $200 million of PIK notes and transfer of 50% of the common process via the prepackaged negotiations that will leave the Company with
equity interest in MyTheresa to the second and third lien noteholders appears to be significantly less debt in its capital structure. As outlined in this presentation,
a result of the 2019 debt restructuring and settlement of the 2018 litigation valuation is an important factor in the bankruptcy process.
surrounding the 2018 transfer of MyTheresa to the parent company and out of the
reach of creditors.
The final wrinkle in the disputed MyTheresa saga involved an agreement reached
in late July 2020 in which Ares and CPPIB agreed to allocate 140 million (56%)
MyTheresa Series B preferred shares to a trust established for unsecured creditors.
Neiman Marcus as debtor also agreed to contribute $10 million cash to the trust.

Corporate Restructuring Advisory Group
Nicholas J. Heinz, ASA Timothy R. Lee, ASA Jeff K. Davis, CFA Travis W. Harms, CFA, CPA/ABV Bryce Erickson, ASA, MRICS
heinzn@mercercapital.com leet@mercercapital.com jeffdavis@mercercapital.com harmst@mercercapital.com ericksonb@mercercapital.com
901.685.2120 901.322.9740 615.345.0350 901.322.9760 214.468.8400
Jay D. Wilson, Jr., CFA, ASA, CBA J. David Smith, ASA, CFA Taryn E. Burgess, CFA, ABV John T. (Tripp) Crews III
wilsonj@mercercapital.com smithd@mercercapital.com burgesst@mercercapital.com crewst@mercercapital.com
467.778.5860 832.432.1011 901.322.9757 901.322.9735

www.mercercapital.com

Restructuring Case Study: Mercer Capital

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MERCER CAPITAL

Restructuring Case Study

Taryn E. Burgess, CFA, ABV

BUSINESS VALUATION &

Overview of Case Study

Neiman Marcus Bankruptcy Case Study

Neiman Marcus Bankruptcy Case Study

Financial Ratios ($M)

Neiman Marcus Bankruptcy Case Study

High Debt Burden Compared to Peers

Neiman Marcus Bankruptcy Case Study

Competition Amidst the Rise of E-commerce

While MyTheresa’s sales increased, the legacy department store business

• E-commerce sales as a portion of total retail sales have doubled over

Neiman Marcus Bankruptcy Case Study

Source: Business Insider

Neiman Marcus Bankruptcy Case Study

Price as % of Par (100)

provide incremental liquidity.

Neiman Marcus Bankruptcy Case Study

Bankruptcy Path: Chapter 7 vs. Chapter 11

Neiman Marcus Bankruptcy Case Study

Bankruptcy Path: Chapter 7 vs. Chapter 11 (cont.)

• Other creditors committee representing a distinct class of creditors such as

Neiman Marcus Bankruptcy Case Study

The Role of Valuation in Bankruptcy

Neiman Marcus Bankruptcy Case Study

Neiman Marcus (x-MyTheresa.com)

conveyance. Add: Cash 48 39 35

Neiman Marcus Bankruptcy Case Study

Neiman Marcus Bankruptcy Case Study

Best Interest Test

Neiman Marcus Bankruptcy Case Study

Range of Liquidation Value Range of Liquidation Value

Proceeds for General Unsecured Creditors $0 $276

Neiman Marcus Bankruptcy Case Study

Reorganization (Going Concern) Analysis

1. Discounted Cash Flow (“DCF”) Method;

2. Guideline Public Company Method; and,

3. Guideline Transaction Method.

Guideline methods develop public company and M&A “comps” to derive

Neiman Marcus Bankruptcy Case Study

Discounted Cash Flow Methodology

Forecast of Expected Terminal Value Discount Rate

Neiman Marcus Bankruptcy Case Study

Neiman Marcus’ Hypothetical DCF Value

Cash Flow Test & Fresh Start Accounting

Neiman Marcus Bankruptcy Case Study

Neiman Marcus Bankruptcy Case Study

Neiman Marcus Bankruptcy Case Study

Neiman Marcus Bankruptcy Case Study

Neiman Marcus Bankruptcy Case Study

Corporate Restructuring Advisory Group

Neiman Marcus Bankruptcy Case Study

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