Eleven Days as CEO: How Richard Baker Lost Saks to Its Lenders

On 2 January 2026, Saks Global announced that Marc Metrick was stepping down as chief executive after nearly three decades with the business, and that executive chairman Richard Baker would take the title. Baker said he looked forward to working with the management team, partners and other stakeholders "to secure a strong and stable future for our company."¹

Eleven days later he resigned both roles. Saks Global Enterprises LLC and 112 affiliated debtors filed voluntary Chapter 11 petitions in the Southern District of Texas on 13 and 14 January 2026, case number 26-90103, before Judge Alfredo R. Pérez.⁴ The company announced the filing, the financing and a new chief executive on the 14th.³

The new chief executive was Geoffroy van Raemdonck, who had run Neiman Marcus Group from 2018 until Baker bought it, and who had taken Neiman through its own Chapter 11 in 2020.⁵²²

Baker is not a founder in the startup sense. He is something closer to the position a founder occupies after a decade: the person whose thesis the company is, holding control through a holding structure he assembled, financing a transformational acquisition with debt secured against assets he understood better than anyone in the room. He acquired Lord & Taylor in 2006, Hudson's Bay in 2008 and Saks in 2013.²² In December 2024 he closed the deal that defined him, buying Neiman Marcus Group at a $2.7 billion enterprise value and folding it in with Saks Fifth Avenue and Bergdorf Goodman.⁷

Thirteen months later the operating company belonged to its bondholders and the man he had displaced was running it. That sequence is worth taking apart slowly, because almost every mechanism in it is one a private company can trigger on itself.

Nothing in the record explains why Baker took the CEO title on 2 January, and it would be easy and wrong to invent a motive. What the record shows is what the eleven days coincided with. Bloomberg and others were already reporting a possible filing when the announcement went out.² The company had skipped an interest payment of more than $100 million due on 31 December and entered a grace period, and S&P moved it to selective default on 7 January.²⁵⁶

So look at what the title was by then. A CEO seat in the final fortnight before a Chapter 11 filing is not an operating job. It is a signature block and a deposition slot. The press release promised stability with a shelf life you could measure against a hotel booking.

The compensation record around the handover is the clearest picture of what the seat was worth. Court filings reported by WWD put Metrick's pay across 2025 and early 2026 at about $8 million, including $2.5 million of severance and retention bonuses of $625,000 in each of July and October.¹³ Van Raemdonck arrived on an $8.5 million sign-on payment, a $1.5 million base salary, a bonus targeted at nearly $2.3 million from fiscal 2027, and a key employee incentive payment targeted at $1.5 million for the restructuring year.¹³ In April the court authorised a key employee incentive plan paying $5.2 million across eight senior executives.¹⁴

A company that had just skipped a nine-figure interest payment found $8.5 million to sign one executive. That is not hypocrisy. It is priority. Retention spend at the top of a distressed retailer is negotiated with the lenders, approved by a judge, and defended as cheaper than the alternative, and it usually is. Note only who was at that table and who was not.

Baker is a real estate man, and he built the capital structure the way a real estate man would. The result is the most instructive part of the whole case.

At the filing, prepetition funded debt was about $3.4 billion.⁶ That figure did not include roughly $1.25 billion secured against the Saks Fifth Avenue flagship on Fifth Avenue, or a further $428.1 million secured against certain Hudson's Bay joint venture fee and leasehold interests. Both were securitised CMBS loans held through non-debtor affiliates.⁹ The property portfolio Saks Global described as nearly 13 million square feet of prime real estate was not, for the most part, collateral for the bonds.²²

The trademarks went the same way. The December 2024 offering memorandum for the 2029 secured notes disclosed that the indenture covenants would permit intellectual property to be moved into a designated IPCo subsidiary that does not guarantee those notes.¹¹ Alongside the Neiman transaction, Saks Global and Authentic Brands Group formed a joint venture, Authentic Luxury Group, and IP relating to the Saks, Saks Fifth Avenue, Saks OFF 5TH, Neiman Marcus and Bergdorf Goodman brands was moved into subsidiaries that were not guarantors of the funded debt.¹¹¹⁰ Simon Property Group put $100 million into the Neiman acquisition and took, among other things, a right to buy into the entity holding that IP.¹⁰

Then the clause that should be printed and framed. When Saks Global filed, a contractual trigger increased Authentic Brands' interest in the entity holding the perpetual master licence to Saks Fifth Avenue, Neiman Marcus and Bergdorf Goodman from 51% to 77%.¹⁰ A Saks Global spokesperson said the company "wholly owns its intellectual property, including the IP of its luxury retail brands, and licenses a subset of those rights" to the joint venture.¹⁰ Simon wrote its investment off.¹⁰

Read that sequence as a structural fact rather than a scandal, because every step of it was disclosed to sophisticated buyers who priced it. Baker did what asset protection is for. He arranged the estate so that the property and the brand names were the hardest things in the group for an unsecured creditor to reach, and when the filing came, they were.

Here is the part the deck never covers. Asset protection is not control protection. The bondholders could not easily reach the buildings or the labels, so they took the residual, and the residual was the operating company. The lenders ended up owning the merchant, the stores, the buying organisation, the customer relationships and the name on the payroll. The structure defended everything it was designed to defend, and the thing left standing outside the walls was the business Baker was actually running.

The proximate cause of the filing was not an abstract leverage ratio. It was inventory.

The Neiman purchase was funded with equity contributions from Amazon, Salesforce, Authentic Brands, G-III Apparel Group and others, an issuance of $2.2 billion of senior secured notes, and an asset-based revolving facility.⁷ By the summer of 2025 the company was already restructuring that debt out of court, exchanging the $2.2 billion of 11% notes into a tiered stack of SPV, second-out and third-out paper and raising $600 million of new money. S&P treated it as a selective default.⁸

Of the $600 million raised, reporting on the first-day record indicates roughly $244 million went to vendor payments, and the company entered the second quarter with about $550 million less inventory than it had forecast in July.¹² Merchandising system integration problems disrupted receipts at Neiman Marcus and Bergdorf Goodman going into the holiday season.⁶ Brands stopped shipping. A luxury store with thin racks stops being a luxury store within one season.

This is the mechanism worth carrying out of the case, and it applies at every scale. Trade credit is the cheapest and least contractual financing a company has. No covenant package, no board seat, no security interest. It is also the fastest to evaporate, because the only thing securing it is a supplier's belief that the invoice will clear. When acquisition debt service and trade payables run through the same account, the debt gets paid on a schedule and the suppliers get paid on a feeling.

The creditors' committee constituted on 27 January makes the point without commentary. It had ten members, including Amazon, Chanel, LVMH and Brookfield Properties Retail.⁵ Chanel was the largest unsecured creditor at about $136 million.¹² Saks had also agreed to referral-fee true-up payments to Amazon of up to $900 million in aggregate over eight years.¹² The houses whose products made the company worth owning spent the first half of 2026 in a Houston courtroom deciding what to do about it.

Van Raemdonck's return reads like poetry and works like procurement.

He ran Neiman Marcus Group from 2018, took it through Chapter 11 in 2020, and left when Saks acquired it in December 2024.²²⁵ Fourteen months later the senior bondholders were committing $1.5 billion of the $1.75 billion financing package and needed someone who could get 500 brands shipping again.³ By 24 February he reported more than 380 brands resuming shipments, and by 6 March more than 500, unlocking roughly $1.3 billion of receipts.⁵

That is the whole hiring brief. Nobody was buying a repositioning thesis. The requirement was a person the vendor base would take a call from, who had already carried a luxury department store through this exact procedure and out the other side.

Founders tend to assume leadership is chosen for a point of view, because that is how it was chosen when they were doing the choosing. Creditors choose for a completed track record in a specific legal process, and the pool of people who have that is small enough to fit in a lift. The acquired company's chief executive is the most disposable person on an acquirer's org chart right up to the week the acquirer needs a restructuring, at which point he is the only qualified candidate in the file.

By the time the petition is filed, the equity is worthless, the title is gone and the board has been reconstituted around independent managers and a chief restructuring officer. Saks Global appointed a chief restructuring officer effective 1 January 2026 and a special committee of independent managers.⁶ What is left to the person who built the thing is a set of contract rights, and they are worth more attention than founders ever give them in advance.

The first is discovery exposure. In the spring, the official committee of unsecured creditors served a Rule 2004 subpoena on Baker seeking, among other things, documents on the $2.7 billion Neiman merger, information about corporate entities he or his affiliates had created, and records of art pieces, jewellery or items that he or his affiliates had "lent, sold, or leased" to Saks Global.¹⁵ Baker moved to quash or limit it, arguing the requests were "unduly burdensome" and that he "does not possess unique, material information that is unavailable from the Debtors or the Special Committee," and noting that he had lost access to company email and hardware on separation.¹⁵ The special committee of parent HBC GP LLC said it had sought his voluntary cooperation and had been unable to secure the full participation of Baker and former president Ian Putnam.¹⁶ The committee later withdrew the demand after Baker and Putnam produced documents.¹⁷ None of it was adjudicated, and no findings were made against anyone.

The second is the litigation trust. The confirmed plan funds a trust with $20 million on behalf of general unsecured creditors holding an estimated $1.5 billion to $1.8 billion of claims, and preserves causes of action relating to decision-making around the Neiman Marcus acquisition, the treatment of intellectual property in the Authentic Brands joint venture, and executive loans and insider transactions.¹⁸ A published summary of the confirmed plan describes broad third-party releases for the DIP agents and lenders, the committee, ad hoc group members and the litigation trustee, with a carve-out excluding Putnam from released-party protection.²⁴

The third is indemnification, and it is the one to internalise. Baker's separation agreement carried a 24-month non-solicitation and non-competition covenant, a 12-month mutual non-disparagement clause, a company statement thanking him for his "visionary leadership," and language confirming that "you are not releasing any claims relating to…your right to indemnification."¹⁸ He then objected to confirmation on the ground that the plan would sever his indemnification rights as a former director and officer, called it a bait and switch, and asked the court to deny confirmation until the provisions were removed.¹⁸ LVMH-affiliated parties objected separately.¹⁹ The plan was confirmed on 5 June.²⁰

Take the trade in that separation agreement at face value. He gave up two years of competing and one year of talking, and the consideration on the other side of the page included a sentence with the word visionary in it. The clause he actually needed was the boring one about indemnity, and the plan came for it anyway.

If you hold a control position in a company carrying acquisition debt, three documents decide your personal exposure long before a filing does: the indemnification agreement, the directors and officers policy including its tail coverage and its insured-versus-insured exclusion, and any advancement provision that pays your legal fees while the question of whether you deserve them is still open. Those are negotiated when everyone is friendly, for exactly the same reason a management carve-out is. Read them alongside your fiduciary duty obligations, and treat the answer as jurisdiction-specific and worth qualified counsel rather than a checklist.

The plan confirmed on 5 June 2026 and effective on 26 June cut funded debt by nearly 75%, from roughly $3.4 billion to about $840 million, comprising a $340 million asset-based loan and $500 million of exit term loans, supported by $500 million of committed exit financing.²⁰²¹ Consenting DIP term-loan lenders converted into majority ownership.²⁴ Existing equity held by HBC, Amazon, Authentic Brands and G-III was cancelled.²⁴ The Saks OFF 5TH digital entities went into a separate plan of liquidation confirmed the same day.⁴

The store estate tells the rest. Saks Fifth Avenue went from 33 full-line stores to 15, Saks OFF 5TH from 81 to 12, Neiman Marcus from 36 to 33, Last Call from five to zero. Forty-nine stores remain across the three full-line banners.²¹ More than 1,200 jobs were eliminated.²⁴

The board is the honest cap table. Seven seats: two for Pentwater Capital Management, two for Bracebridge Capital, one for van Raemdonck, and two independents in Dave Kimbell, formerly of Ulta Beauty, and Philippe Schaus, formerly of Moët Hennessy.²¹ Four of seven belong to two credit funds that most people in fashion could not have named in 2024. That is what senior secured debt converts into when the enterprise value stops reaching the equity, and it is the same arithmetic that governs a Series C stack at a mid-range exit, just with a judge attending.

Then the naming decision, which is funnier than anything in the pleadings. A company that had spent five months in court partly over who controlled the rights to its own brand names emerged under the name Exemplar Luxury Group.²¹ Whatever else was contested, nobody had a prior claim on that one.

Baker, for his part, is an owner of National Realty & Development Corp., and his career was built on buying retailers for the ground underneath them.²² The Canadian side of the story had already closed: Hudson's Bay filed for CCAA protection in March 2025 with more than $1.1 billion of debt and liquidated roughly 80 stores after 355 years.²³²²

The structure you already built deserves more diligence than the deal in front of you.

• Model the working capital, not the purchase price. An acquisition financed at the parent gets serviced from the same cash that pays suppliers. Build the schedule that shows debt service, payables ageing and inventory receipts on one page, at the actual seasonal low, and see which one loses.
• Name your trade creditors and size their exposure. A supplier owed nine figures is a governance participant with no contract rights and complete discretion over whether your shelves have product on them.
• Ask what is left inside the collateral. If you have moved the property and the brands outside the guarantee perimeter, write down what a secured creditor actually forecloses on. If the answer is the operating business, you have protected assets and exposed control.
• Find every change-of-control and insolvency trigger in the joint venture documents. A clause that escalates a partner's stake on a bankruptcy filing prices your restructuring option before you have decided to use it.
• Negotiate indemnification, advancement and D&O tail coverage while you are still popular. These are the last rights you hold in a company you no longer own, and a plan of reorganization is entitled to argue about them.
• Assume your related-party history will be read line by line. A Rule 2004 subpoena is an extremely effective reading device, and an unsecured committee holding $1.7 billion of claims has the time to use it on paperwork nobody has opened since closing.
• Separate the two questions. Who bears the loss is decided by the security package. Who runs the company afterwards is decided by whoever holds the fulcrum debt, and those are not the same negotiation. Founders spend all their preparation on the first. The second is the one that reassigns your job.

None of this is advice on your own situation. Whether a non-debtor affiliate stays outside an estate, whether a plan can modify an indemnity, and whether a prepetition transfer survives a trustee's second look are fact-bound questions answered in one court under one set of documents. Take yours to restructuring counsel while you are still hypothetical, which is the only period in which the answer is cheap.

No, but the equity is last in line, so it usually happens where the enterprise value does not reach it. In Saks Global's case the confirmed plan converted DIP term-loan lenders into majority owners and cancelled the equity held by HBC, Amazon, Authentic Brands and G-III.²⁴ The same waterfall logic governs a venture-backed sale below the preference stack, covered in how founders exit with nothing. The instrument differs. The order does not.

Because the people making the hiring decision had changed. Van Raemdonck had already taken Neiman Marcus Group through Chapter 11 in 2020, and the senior bondholders funding $1.5 billion of the debtor-in-possession package needed a chief executive the vendor base would ship to.²²³ Within seven weeks of his appointment, more than 500 brands had resumed shipments.⁵ An acquisition transfers the assets. It does not transfer the reason the acquired management was credible.

It can try, and the attempt is common enough that it should be assumed. Baker's separation agreement expressly preserved his right to indemnification, and he still had to object to confirmation to contest plan provisions he argued would sever it.¹⁸ Whether a plan can discharge or modify those obligations depends on how the underlying agreements, insurance and applicable law interact, which is precisely why advancement and tail coverage are negotiated before anyone needs them.

Baker won every structural argument he set out to win. The buildings stayed outside the collateral, the trademarks moved into an entity the bondholders could not easily reach, and the escalation clause did what it was drafted to do on the day the petition landed. None of it protected the thing he was actually running, because none of it was designed to. Asset protection answers the question of who bears the loss. It has nothing to say about who holds the keys afterwards.

Before the next acquisition closes, put two numbers side by side. The first is the date your acquisition debt starts amortising. The second is the date your largest supplier's invoices go past due. If the second comes first, the person who ends up choosing your successor is already on the cap table, and it is not you.