NEW YORK ( The Deal) - Dallas-based luxury department store chain Neiman Marcus Inc. put the wheels in motion on Monday, June 24, for a planned initial public offering, filing an S-1 with the Securities and Exchange Commission. The IPO follows speculation that Kohlberg Kravis Roberts & Co. LP had proposed merging portfolio company Saks Inc. ( SKS) with Neiman Marcus, an idea that was reportedly rejected by Neiman Marcus' owners. Neiman Marcus is owned by private equity firms TPG Capital LP and Warburg Pincus LLC, which acquired the retailer in 2005 for about $5.1 billion. Neiman Marcus filed to raise $100 million in the IPO, though the number is considered a placeholder until the company provides an actual price range. The S-1 provided few details, omitting how many shares the company plans to sell. All proceeds will go to selling shareholders, not to the company, according to the S-1. After the offering, the principal shareholders will still control a majority of the voting power of Neiman Marcus' outstanding common stock, indicating that only a minority of shares will be sold in the IPO. The underwriter for the offering is Credit Suisse AG ( CS), according to the S-1 filing. It is not clear if Neiman Marcus will pursue a dual-track process and seek a sale as it plans to go public. The department store retailer paid its owners a dividend of nearly $443 million last year on March 30, 2012. That dividend was largely funded with $150 million drawn on a revolving credit facility as well as $433 million on Neiman Marcus' balance sheet at the time. Neiman Marcus was able to recover from the financial crisis more rapidly than other retailers by catering to the super rich, who were quicker than middle-class consumers to spend money on luxury goods following the recession. The company said its sales have increased from $3.9 billion to $4.5 billion over the last three years, while operating earnings have jumped from $317 million to $428 million and adjusted EBITDA has bumped up from $527 million to $623 million over the same period. Quarterly comparable revenue growth, in addition, has increased 7% on average during the same time period.
Neiman Marcus generated cash flow of $272 million in fiscal 2011, $260 million in fiscal 2012 and $233 million to date in fiscal 2013. That cash flow, the company said, has been used to pay off debt and dividends totaling $1.2 billion since October 2005. With nearly $584 million in EBITDA as of July 28, 2012, Neiman Marcus would have an enterprise value of around nearly $5.1 billion if it traded at a multiple similar to Saks, which has an enterprise value of about 8.73 times EBITDA, according to numbers provided by Bloomberg. Neiman Marcus has about $2.7 billion in long-term debt as of April 27 and about $69 million in cash. The department store retailer operates 41 Neiman Marcus locations, two Bergdorf Goodman locations in New York City, 35 off-price locations under the Last Call banner and six Cusp fashion boutiques, as well as e-commerce sites. Written by Richard Collings in New York