Saks Global Announces Commencement of Exchange Offer and Consent Solicitation for Outstanding 11.000% Senior Secured Notes due 2029

Holders of approximately 92% of the aggregate principal amount of the outstanding Old Notes have already agreed to tender to the Exchange Offer

NEW YORK, July 21, 2025 /PRNewswire/ — Saks Global Enterprises LLC (“Saks Global” or the “Company“) today announced that 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“), have commenced an offer to exchange (the “Exchange Offer“) any and all of Saks Global’s 11.000% Senior Secured Notes due 2029 (the “Old Notes“) for a combination of (a) new 11.000% Senior Secured Asset Based Notes due 2029 issued by SGUS (the “SPV Notes“), (b) new 11.000% Senior Secured Second Out Notes due 2029 issued by Saks Global (the “Second Out Notes“), and/or (c) new 11.000% Senior Secured Third Out Notes due 2029 issued by Saks Global (the “Third Out Notes,” and together with the Second Out Notes, the “Saks Exchange Notes“), as detailed in the chart below. In addition, SGUS is offering to Eligible Holders (as defined below) the option to purchase additional SPV Notes (the “New SPV Notes“) pursuant to the Exchange Offer (the “New SPV Notes Issuance“).

The SPV Notes will bear interest at a rate of 11.000% per year, payable semi-annually, accruing from June 27, 2025. The Second Out Notes and Third Out Notes will each bear interest at a rate of 11.000% per year, payable semi-annually, accruing from the Early Settlement Date (as defined below).

In connection with the Exchange Offer, Saks Global is soliciting consents from holders of Old Notes (the “Consents“) to adopt: (i) certain proposed amendments to the indenture governing the Old Notes, dated as of December 16, 2024 (as amended prior to the Proposed Amendments (as defined below), the “Old Notes Indenture“), by and among Saks Global, the guarantors party thereto and Citibank, N.A., as trustee (the “Old Notes Trustee“) and as collateral agent, to (a) eliminate substantially all of the restrictive covenants, eliminate certain events of default, modify covenants regarding mergers and consolidations and modify or eliminate certain other provisions contained in the Old Notes Indenture and (b) include certain releases in the Old Notes Indenture as to any beneficial owner of Old Notes that acquires such Old Notes on or after the Early Settlement Date; and (ii) an instruction letter to the Old Notes Trustee to authorize and instruct the Old Notes Trustee to enter into certain security and intercreditor agreements and a payment administration agreement (collectively, the “Proposed Amendments“), in each case upon the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement, dated July 21, 2025 (as it may be supplemented, and amended from time to time, the “Offering Memorandum“). The solicitation of Consents is referred to in this press release as the “Consent Solicitation.”

Certain Eligible Holders have committed to tender approximately 91.9% of the aggregate principal amount of the outstanding Old Notes by the Early Exchange Time (as defined below) and provide their consents to the Proposed Amendments in the Consent Solicitation. Therefore, Saks Global has received advanced commitments from a sufficient number of holders of Old Notes for the adoption of the Proposed Amendments, assuming the consummation of the Exchange Offer and the Consent Solicitation.

The following table sets forth a summary of consideration to be offered to Eligible Holders in the Exchange Offer, in each case as further described in the Offering Memorandum:

(1) For each $1,000 principal amount of Old Notes tendered, Saks Global will pay accrued and unpaid interest in cash in addition to the Early Exchange Consideration or Late Exchange Consideration (each as defined herein), as applicable, to, but not including the Early Settlement Date (as defined herein); provided that such accrued and unpaid interest payable to Pre-Funded Participants, Other Commitment Participants and New Money Participants shall be paid to such Eligible Holders net of the amount of accrued and unpaid interest payable on any rollover SPV Notes and/or New SPV Notes, as applicable, to be acquired by such Eligible Holder in the Exchange Offer, in each case from June 27, 2025 to, but excluding, the Early Settlement Date. Saks Global will not pay accrued interest on any Old Notes accepted in the Exchange Offer after the Early Exchange Time beyond accrued and unpaid interest to, but not including, the Early Settlement Date. 

(2) The Second Out Notes issued to Pre-Funded Participants are not expected to be fungible with the Second Out Notes issued to all other Eligible Holders and will bear a different CUSIP number.

(3) Saks Global has agreed to provide certain Eligible Holders (the “Alternative Supporting Participants“) consideration that is different than the Early Exchange Consideration or Late Exchange Consideration set forth in the Offering Memorandum. Such consideration includes a range of principal amounts of SPV Notes, Second Out Notes and/or Third Out Notes, in each case per $1,000 principal amount of Old Notes exchanged that is higher or lower than the Early Exchange Consideration and the Late Exchange Consideration offered to various categories of Eligible Holders. Such Alternative Supporting Participants have agreed to tender their Old Notes by the Early Exchange Time and to receive their exchange consideration outside of the ATOP (as defined below) process of DTC; provided, however that Saks Global will make a payment in cash to DTC of accrued and unpaid interest on Old Notes accepted for exchange from the Alternative Supporting Participants from the last interest payment date to, but not including, the Early Settlement Date. Such Alternative Supporting Participants will receive a specific ATOP code to permit them to tender into the option for Alternative Supporting Participants and deliver their Consents in the Consent Solicitation. No other holders of Old Notes are permitted to tender into this option, and any such tender without a valid ATOP code shall be treated as a Defaulting Holder (As defined below).

(4) Pre-Funded Participants shall only be eligible for such consideration to the extent of their Old Notes committed to be tendered in the Exchange Offer. Such holders shall be treated as New Money Participants or other Non-New Money Participants, as applicable, with respect to any other Old Notes held by them in accordance with their tender elections.

(5) Other Commitment Participants shall only be eligible for such consideration to the extent of their Old Notes committed to be tendered in the Exchange Offer. Such holders shall be treated as New Money Participants or Non-New Money Participants, as applicable, with respect to any other Old Notes held by them in accordance with their tender elections.

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.

To be eligible to receive the applicable Early Exchange Consideration, Eligible Holders must validly tender (and not validly withdraw) their Old Notes and deliver their related Consents at or prior to 5:00 p.m., New York City time, on August 1, 2025, unless extended (such time and date as it may be extended, the “Early Exchange Time“).  Eligible Holders of Old Notes who validly tender (and do not validly withdraw) their Old Notes and deliver their related Consents after the Early Exchange Time, and at or prior to 5:00 p.m., New York City time, on August 18, 2025, unless extended by the Issuers (the “Expiration Time“), will not be eligible to receive the Early Exchange Consideration and will be eligible to receive the Late Exchange Consideration.

In order to receive the Early Exchange Consideration payable to Other Commitment Participants or New Money Participants, each Eligible Holder must pay the full purchase price calculated in accordance with the payment worksheet attached to the Offering Memorandum (the “New SPV Notes Purchase Price“) related to its pro rata portion of $600 million aggregate principal amount of New SPV Notes, by wire transfer of immediately available funds to the Exchange Agent (as defined below) in accordance with the instructions included in the payment worksheet by 5:30 p.m., New York City time, on August 4, 2025, unless extended (the “Funding Date“).

Tendered Old Notes may not be withdrawn from the Exchange Offer, and the related Consents may not be revoked from the Consent Solicitation, after 5:00 p.m., New York City time, on August 1, 2025, unless extended by the Issuers (the “Withdrawal Deadline“), subject to applicable law. If an Eligible Holder validly withdraws its tendered Old Notes from the Exchange Offer prior to the Withdrawal Deadline, such Eligible Holder will be deemed to have revoked its related consents and may not deliver subsequent Consents without re-tendering such Old Notes in the Exchange Offer.

Subject to the terms and conditions set forth in the Offering Memorandum, settlement of the Exchange Offer will occur (i) with respect to tenders received by the Early Exchange Time, as soon as practicable after the Early Exchange Time and receipt of the funds on the Funding Date and the backstop funding date as set forth in the Offering Memorandum, as applicable, and is expected to occur on August 8, 2025, which is five business days after the Early Exchange Time (such date, the “Early Settlement Date“) and (ii) with respect to tenders received by the Expiration Time, as soon as practicable after the Expiration Time, and is expected to occur on August 20, 2025, which is two business days after the Expiration Time. The SPV Notes and Saks Exchange Notes, as applicable, are expected to be delivered on the applicable settlement date through the book-entry facilities of DTC.

Any Eligible Holder who does not follow all required procedures with respect to Pre-Funded Participants, Other Commitment Participants or New Money Participants, including, (i) any Eligible Holder who tenders its Old Notes into the Pre-Funded Participants option without a valid Automated Tender Offer Program (“ATOP“) code, (ii) any Eligible Holder who tenders its Old Notes into the Other Commitment Participants option without a valid ATOP code, and (iii) any Other Commitment Participants or New Money Participant who fails to deliver all or a portion of the applicable New SPV Notes Purchase Price to the Exchange Agent by the Funding Date, will in each case be considered a defaulting holder(a “Defaulting Holder“) and will not be entitled to withdraw its tender of Old Notes (each, a “Defaulting Notes Position“) and will instead automatically be deemed to have elected to receive Default Exchange Consideration payable to Non-New Money Participants with respect to each such Defaulting Notes Position. 

With respect to any Defaulting Notes Position, the Exchange Agent will arrange for such Defaulting Notes Position to be rejected from the applicable option and moved to a segregated option for Defaulting Notes Positions. Settlement of the Default Exchange Consideration for the Defaulting Notes Positions is expected to occur one business day after the Early Settlement Date and will consist solely of the Default Exchange Consideration. Partial payment of the New SPV Notes Purchase Price will be treated as non-payment and such funds will be returned to the Other Commitment Participants or New Money Participant, as the case may be, and the applicable Other Commitment Participants or New Money Participant will receive the Default Exchange Consideration in full for the tendered Old Notes.

NOTWITHSTANDING THE FOREGOING, ANY CONSENTS DELIVERED OR RELEASES GRANTED IN CONNECTION WITH A DEFAULTING HOLDER’S DEFAULTING NOTES POSITION WILL BE DEEMED DELIVERED AND EFFECTIVE AT THE WITHDRAWAL DEADLINE, AND SUCH CONSENTS AND RELEASES WILL NOT BE DEEMED TO BE REVOKED SUBSEQUENT TO THE REJECTION OF ITS DEFAULTING NOTES POSITION.

The consummation of the Exchange Offer, the Consent Solicitation and the New SPV Notes Issuance is 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 will only be made, and the SPV Notes and Saks Exchange Notes 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, 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 a combination of world-class luxury retailers, including Neiman Marcus, Bergdorf Goodman, Saks Fifth Avenue and Saks OFF 5TH, as well as a portfolio of prime U.S. real estate holdings and investments. Saks Global is deeply committed to helping luxury consumers discover the most sought-after established and emerging brands from around the world. Powered by data-driven technology and centered on the customer, Saks Global is on a mission to redefine the luxury shopping experience through highly personalized service, with greater opportunities for product discovery across all channels.

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 risk that an insufficient number of Eligible Holders participate in the Exchange Offer and tender their Old Notes;
• 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 [email protected] (please reference “Saks Global” in the subject line).

SOURCE Saks Global

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