Company to receive $100 million in connection with the Exchange Offer on August 8, 2025 and an additional $200 million subject to certain conditions, completing its previously announced financing package of $600 million
Holders of approximately 98% of the aggregate principal amount of the outstanding Old Notes have already tendered in the Exchange Offer and delivered their consents to the proposed amendments
Saks Global Enterprises LLC (“Saks Global” or the “Company”) today announced the early tender results of the previously announced offer to exchange (the “Exchange Offer”) by Saks Global and SGUS LLC, a Delaware limited liability company and wholly owned subsidiary of Saks Global (“SGUS,” and together with Saks Global, the “Issuers”) any and all of Saks Global's 11.000% Senior Secured Notes due 2029 (the “Old Notes”) for a combination of certain securities as set forth in, and subject to the terms and conditions of, the offering memorandum and consent solicitation statement dated as of July 21, 2025 (as supplemented or otherwise modified from time to time, the “Offering Memorandum”).
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As of 5:00 p.m., New York City time, on August 1, 2025 (the “Early Exchange Time”), the Issuers had received from Eligible Holders (as defined herein) valid and unrevoked tenders and related consents representing approximately 98% of the aggregate principal amount of Old Notes outstanding. At such time, the right to withdraw tenders of Old Notes and related consents expired, and so Old Notes tendered for exchange may not be validly withdrawn and consents may no longer be revoked, unless required by applicable law, or the Issuers determine in the future in their sole discretion to permit withdrawal and revocation rights. Subject to the terms and conditions set forth in the Offering Memorandum, as previously announced, settlement of the Exchange Offer with respect to tenders received as of the Early Exchange Time is expected to occur on August 8, 2025 (the “Early Settlement Date”). The exchange securities are expected to be delivered on the applicable settlement date through the book-entry facilities of DTC.
In connection with the Exchange Offer, on the Early Settlement Date, the Issuers will receive an aggregate of $100 million in gross proceeds from the sale of SPV Notes (as defined in the Offering Memorandum) and will have an additional $200 million in gross proceeds deposited in an escrow account subject to release upon certain conditions. This completes the funding of Saks Global's previously announced up to $600 million in financing commitments. Saks Global expects to capture approximately $100 million of discount upon issuance of the exchange notes and cancellation of the Old Notes validly tendered.
Marc Metrick, CEO, Saks Global Operating Group, said, “This is an exciting milestone for Saks Global, and we are grateful for the ongoing support of our bondholders. With this incremental liquidity, we can now look forward to strengthening our brand partnerships, as well as improving inventory flow to meet customer demand and prepare for the holiday season. Simultaneously, we are continuing to execute on the already successful integration of the legacy Saks Global and Neiman Marcus Group businesses to reduce costs and drive efficiency. Together, these efforts are positioning us to create growth opportunities for our partners, drive long-term value for our stakeholders and further enhance our experience to better meet the evolving needs of our customers.”
Each of the Exchange Offer and the concurrent consent solicitation (the “Consent Solicitation”) will expire at 5:00 p.m., New York City time, on August 18, 2025, unless extended or terminated earlier (the “Expiration Time”). Subject to the tender acceptable procedures described in the Offering Memorandum, Eligible Holders who validly tender Old Notes after the Early Exchange Time and before the Expiration Time will receive the Late Exchange Consideration, as further described in the Offering Memorandum. Settlement of the Exchange Offer with respect to tenders received after the Early Exchange Time but by the Expiration Time, is expected to occur on August 20, 2025.
Each participating Eligible Holder must tender all of the Old Notes it holds. Partial tenders of Old Notes will not be accepted. No consideration will be paid for Consents in the Consent Solicitation.
The consummation of the Exchange Offer, the Consent Solicitation and the New SPV Notes Issuance (as defined in the Offering Memorandum) are subject to and conditioned upon the satisfaction or waiver by the Issuers of the Requisite Consents Condition and the General Conditions (each as defined in the Offering Memorandum).
The Exchange Offer and Consent Solicitation and offer to participate in the New SPV Notes Issuance are being made, and the SPV Notes and Saks Exchange Notes (each as defined in the Offering Memorandum) are only being offered and issued, to holders of Old Notes that are (a) reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (b) persons that are outside of the United States other than “U.S. persons” as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act (such holders, the “Eligible Holders”). Only Eligible Holders are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offer and Consent Solicitation.
None of the SPV Notes, the Saks Exchange Notes or the offering thereof have been or will be registered with the Securities and Exchange Commission under the Securities Act, or the securities laws of any other jurisdiction. The SPV Notes and the Saks Exchange Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Eligible Holders are urged to carefully read the entire Offering Memorandum, including the information presented under the captions of “Forward-Looking Statements” and “Risk Factors” before making any decision with respect to the New SPV Notes Issuance, the Exchange Offer or the Consent Solicitation. None of the Issuers, any subsidiaries of Saks Global, the Exchange Agent (as defined herein), the applicable trustees and collateral agents under the indentures governing the Old Notes, SPV Notes or the Saks Exchange Notes, as applicable, or any of their respective affiliates, makes any recommendation as to whether the Eligible Holders should tender their Old Notes pursuant to the Exchange Offer or deliver consents pursuant to the Consent Solicitation. Each Eligible Holder must make its own decision as to whether to participate in the New SPV Notes Issuance and whether to tender its Old Notes and to deliver Consents.
Epiq Corporate Restructuring, LLC has been appointed as the exchange agent (in such capacity, the “Exchange Agent”) and the information agent (in such capacity, the “Information Agent”) for the Exchange Offer and Consent Solicitation. Questions concerning the Exchange Offer and Consent Solicitation may be directed to the Information Agent, in accordance with the contact details shown on the back cover of the Offering Memorandum.
About Saks Global
Saks Global is the largest multi-brand luxury retailer in the world, comprising Saks Fifth Avenue, Neiman Marcus, Bergdorf Goodman, Saks OFF 5TH, Last Call and Horchow. Its retail portfolio includes 70 full-line luxury locations, additional off-price locations and five distinct e-commerce experiences. With talented colleagues focused on delivering on our strategic vision, The Art of You, Saks Global is redefining luxury shopping by offering each customer a personalized experience that is unmistakably their own. By leveraging the most comprehensive luxury customer data platform in North America, cutting-edge technology, and strong partnerships with the world's most esteemed brands, Saks Global is shaping the future of luxury retail.
Saks Global Properties & Investments includes Saks Fifth Avenue and Neiman Marcus flagship properties and represents nearly 13 million square feet of prime U.S. real estate holdings and investments in luxury markets.
For more information, follow Saks Global on LinkedIn.
No Offer or Solicitation
This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote, consent or approval in any jurisdiction in connection with the New SPV Notes Issuance, the Exchange Offer, the Consent Solicitation or the Transactions (as defined in the Offering Memorandum) or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Forward-Looking Statements
Certain statements made herein are forward-looking within the meaning of applicable securities laws, including the Company's current and future plans, expectations and intentions, results, levels of activity, performance, goals or achievements or any other future events or developments. Often, but not always, forward-looking statements can be identified by the forward-looking terminology such as the words “may,” “will,” “expect,” “believe,” “estimate,” “plan,” “could,” “should,” “would,” “anticipate,” “foresee,” “continue,” “intends,” “trends,” “indications,” “anticipates,” “predicts,” “likely” or “potential” or the negative or other variations of these words or other comparable words or phrases.
Forward-looking statements are based on current estimates and assumptions made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that it believes are appropriate and reasonable in the circumstances. However, there can be no assurance that such estimates and assumptions will prove to be correct.
Many factors could cause our actual results, level of activity, performance, achievements, future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the following factors:
— the Company's ability to consummate the Exchange Offer and Consent Solicitation;
— the possibility that the anticipated synergies and other benefits from the recent acquisition will not be realized (partially or at all), or will not be realized within the anticipated time periods;
— the Company's ability to successfully manage inventory levels;
— increased or new competition;
— changing consumer preferences, demand and fashion trends;
— brand image and reputational risks;
— customer concentration;
— success of the Company's marketing and advertising programs;
— changes in spending of consumers and lower demand, including as a result of macroeconomic factors such as tariffs and inflation;
— seasonality of business;
— damage to brands and dependence on vendors;
— the Company's ability to execute retail strategies;
— the possibility that the anticipated benefits of the Company's partnerships with third parties will not be realized within anticipated time periods;
— reduced flexibility due to restrictive debt covenants;
— future availability of financing and limitations related to changes in the Company's credit ratings;
— loss of or disruption in centralized distribution centers;
— civil unrest;
— extreme or unseasonable weather conditions or natural disasters;
— international operational risks, including tariffs and political risks;
— fluctuations in the U.S. dollar and other foreign currencies;
— supply disruptions;
— increase in raw material costs;
— insolvency risk of parties with whom the Company does business or their unwillingness to perform their obligations;
— risks related to privacy issues and cyber and other security breaches;
— the Company's ability to upgrade, maintain and secure our information systems to support the Company's needs and protect against cybersecurity threats;
— loss of intellectual property rights;
— the Company's ability to make successful acquisitions, investments, expansions and divestitures;
— ability to maintain adequate financial and management processes and controls;
— the Company's ability to attract and retain quality employees;
— risks related to labor costs and other challenges from a large workforce, including a deterioration in labor relations;
— the Company's pension plan funding requirements;
— limits on insurance policies;
— exposure to changes in the real estate market;
— exposure to potential environmental liabilities relating to owned and leased real property;
— loss of flexibility with respect to properties in the real estate joint ventures;
— ability to realize the expected benefits from the real estate joint ventures or to effect a future monetization transaction with each of the real estate joint ventures;
— liabilities associated with lease guarantees and with third parties who have assumed leases from the Company;
— risks related to regulatory liability;
— inability to comply with laws and regulations that impact the Company's business, which could lead to litigation or regulatory actions against the Company;
— tariffs, duties, border adjustment taxes, trade restrictions, sanctions, quotas and voluntary export restrictions on imposed merchandise;
— non-compliance with changing privacy regulatory environment;
— risks of product liability claims and product recalls;
— risks related to tax matters;
— changes in accounting standards and other risks inherent in the Company's business and/or factors beyond the Company's control which could have a material adverse effect on the Company;
— ability to manage indebtedness obligations and cash flow;
— the Company's ability to obtain additional financing on commercially reasonable terms or at all; and
— risks related to increasing indebtedness and other contractual obligations with the Company's strategic partnerships.
These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully.
The purpose of the forward-looking statements is to provide the reader with a description of management's current expectations regarding the Company's financial performance and may not be appropriate for other purposes; readers should not place undue reliance on forward-looking statements made herein. Furthermore, unless otherwise stated, the forward-looking statements contained in this press release are made as of the date of this press release, and the Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
Contacts
Copies of all the documents relating to the Exchange Offer and Consent Solicitation may be obtained from the Exchange Agent, subject to confirmation of eligibility through the submission of an eligibility letter, available at https://epiqworkflow.com/cases/SAKSEligibility. Alternatively, you may request the eligibility letter via email to registration@epiqglobal.com (please reference “Saks Global” in the subject line).
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SOURCE Saks Global
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