The Neiman Marcus Group, Inc.'s $5.3 billion LBO By Warburg Pincus LLC
| Date | Status | Stake Acquired | Deal Price | Deal Types | Currencies Used |
| October 2005 | Completed | 100% | $5,345,750,000 | Leveraged Buyout (LBO), Take Private | Assumed Liabilities, Cash, Stock |
| Target | Buyers |
Dallas, Texas, United States Industries: Apparel, Footwear & Accessories, Jewelry, Department Stores Advisor: Davis Polk & Wardwell LLP Advisor: The Goldman Sachs Group, Inc. Advisor: J.P. Morgan Advisor: Richards, Layton & Finger PA Advisor: Simpson Thacher & Bartlett LLP Advisor: Sullivan & Cromwell LLP | New York, New York, United States Advisor: Cleary Gottlieb Steen & Hamilton LLP Advisor: Credit Suisse Group AG Advisor: Willkie Farr & Gallagher LLP Fort Worth, Texas, United States Advisor: Cleary Gottlieb Steen & Hamilton LLP Advisor: Credit Suisse Group AG Advisor: Willkie Farr & Gallagher LLP |
| Deal Amount | |
| Deal Price | $5,345,750,000 |
| Cash Amount | $4,894,760,000 |
| Enterprise Value (EV) | $5,008,140,000 |
| Financials for Target: The Neiman Marcus Group, Inc. | Transaction Multiples | Transaction Multiples w/ Max. Contingency | |||
| Total Assets 2005 | $2,660,660,000 | EV / A | 1.9x | EV / A | |
| Stockholder's Equity 2005 | $1,573,946,000 | EV / SE | 3.2x | EV / SE | |
| Revenues 2005 | $3,695,074,000 | EV / R | 1.4x | EV / R | |
| Net Income (Loss) 2005 | $248,824,000 | EV / E | 20.1x | EV / E | |
| Cash Flow 2005 | $845,400,000 | EV / CF | 5.9x | EV / CF | |
| EBITDA 2005 | $510,000,000 | EV / EBITDA | 9.8x | EV / EBITDA | |
| Operating Income (Loss) 2005 | $397,438,000 | EV / OI | 12.6x | EV / OI | |
| Deal Notes |
| Under the terms of the agreement, TPG Capital and Warburg Pincus would acquire all of the outstanding Class A and Class B shares of The Neiman Marcus Group for $100.00 per share in cash. |
| Premiums | |
| Pre-Rumor Premium | 35.1% |
| Purchase Premium (Discount) | 1.7% |
| Price Per Share Paid | $100 |
| Contingency Payments | |
| Has Contingency Payment? | No |
| Termination Fees | |
| Has Termination Fee? | Yes |
| Termination Fee (Fixed) | $140,300,000 |
| Target Balance Sheet | |
| Target Cash | $337,590,000 |
| Has Other Assumed Liabilities? | Yes |
| Other Assumed Liabilities | $113,400,000 |
| Business Description for Target: The Neiman Marcus Group, Inc. |
The Neiman Marcus Group, Inc. is a privately-held luxury retailer with headquarter in Dallas, Texas. The Neiman Marcus Group is comprised of the Specialty Retail Stores division, which includes Neiman Marcus Stores and Bergdorf Goodman, and the Direct Marketing division operating as Neiman Marcus Direct. These retailers offer upscale assortments of apparel, accessories, jewelry, beauty, and decorative home products for the affluent consumer. The company operates Neiman Marcus stores across the United States and Bergdorf Goodman stores in Manhattan. The company also runs Last Call clearance centers. Neiman Marcus Direct, the direct-to-consumer business, conducts both print catalog and online operations under the Neiman Marcus, Bergdorf Goodman, Horchow, Last Call, and CUSP brands. Founded in 1907 by Herbert Marcus, Sr., Carrie Marcus Neiman, and Abraham Lincoln Neiman, Neiman Marcus is owned by private equity firms TPG Capital and Warburg Pincus. |
| Business Description for Buyer: Warburg Pincus LLC |
Warburg Pincus LLC is a New York, New York-based private equity firm. Founded in 1968, Warburg Pincus LLC considers seed, early stage, middle stage, late stage and mezzanine investments as well as buyouts, acquisitions, restructurings, special situations and secondary purchases. |
| Business Description for Buyer: TPG Capital LP |
TPG Capital is the global buyout group of TPG, a private investment firm founded in 1992 with offices in San Francisco, London, Hong Kong, New York, Fort Worth, Washington, D.C., Melbourne, Moscow, Mumbai, Paris, Luxembourg, Beijing, Shanghai, Singapore, and Tokyo. TPG Capital has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, joint ventures, and restructurings. In March 2011, TPG Capital's parent TPG Holdings sold nearly 5% of itself to sovereign-wealth funds operated by Kuwait and Singapore. The stake purchase deals valuesd TPG Capital at about $11 billion. TPG Capital's raise of several hundred million dollars for a stake in the private equity firm's management company likely put off any plans for an IPO for TPG Capital or TPG Holdings, according to PrivCo sources inside the firm. |
| Deal Exhibits | Type | Size |
| M&A Agreement | 1.73 MB | |
| Legal - Litigation/Lawsuit | 2.11 MB |




