NEIMAN MERGER DEMON

Saks talks stymied

Neiman Marcus may soon find itself tangling with a lawsuit instead of a suitor.

Merger talks between the swanky retailer and the owner of archrival Saks Fifth Avenue have hit a roadblock as Neiman faces a possible lawsuit over a recent maneuver to shield three of its stores from creditors, The Post has learned.

Dallas-based Neiman — which said in March it is weighing a possible sale of the company amid a tanking luxury market — has been courted by Saks Fifth Avenue owner Hudson’s Bay Co., which has been exploring an unusual deal to buy the company without assuming Neiman’s $4.6 billion in debt.

But talks between the two have stalled as Neiman’s term loan lenders and bondholders are weighing a suit over Neiman’s decision in March to move its stores in San Antonio and Longview, Texas, and in McLean, Va., into a subsidiary that protects them from creditors in the event of a bankruptcy, sources said.

“The problems and uncertainties facing Neiman’s are delaying a transaction with HBC,” a source close to the situation said. “Neiman’s is about to be sued by its lenders for moving assets from the company, and that’s slowed down the transaction.”

Canada-based Hudson’s Bay could purchase up to 49.9 percent of Neiman without triggering clauses that would trip up a “change in control” provision that would put HBCon the hook for the debt. Neiman’s current owners, private equity fund Ares Management and the Canada Pension Plan Investment Board, would own the rest of the company, according to insiders.

Still, Neiman’s controversial store transfer amounts to a risky legal gambit that could end up backfiring, experts say.

“Neiman Marcus made moves that they thought were legal, but the lenders could seek a court ruling finding that Neiman breached its contract,” said Jude Gorman, general counsel at Reorg Research, which focuses on distressed debt.

Indeed, a group of Neiman’s lenders are vetting financial advisers, and a group of Neiman’s bondholders have also recently hired white-shoe law firm Paul Weiss, according to Reorg Research.

“When a lender group sees [the company] moving the three businesses into unrestricted subsidiaries, sometimes they need an impetus like that to jolt them into organizing,” said Gorman, who said that Neiman’s maneuver is a “point of contention” between the retailer and its lenders.

“At this point, no one is talking to the company yet,’’ Gorman added. “They are just organizing.”

The moves come amid precipitous sales declines over the past year for Neiman, which also owns BergdorfGoodman on Fifth Avenue.

Aspokesperson for Neiman Marcus could not be reached for comment.