Stage Stores, Inc. (NYSE:SSI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement
On January 11, 2019 , Stage Stores, Inc. and subsidiary Specialty Retailers, Inc. (collectively, “we,” “our” or “registrant”) entered into an amendment to our senior secured revolving credit facility agreement (with references to the “credit facility” and “credit facility agreement” herein to include all prior amendments to our senior secured revolving credit facility and the agreement related thereto). The amendment was entered into by and among Specialty Retailers, Inc., as borrower, Stage Stores, Inc., as guarantor, Wells Fargo Bank, National Association, as administrative agent, collateral agent and term loan agent, and lenders Wells Fargo Bank, National Association, JPMorgan Chase Bank, N.A., Regions Bank, Bank of America, N.A., SunTrust Bank, Pathlight Capital Fund I LP, and Pathlight Capital LLC.
The amendment provides us with an additional $25,000,000 term loan, and we now have total term loans of $50,000,000. With the addition of the new term loan, total availability under our credit facility is up to $475,000,000, including a $25,000,000 seasonal increase. Interest rates under the credit facility are determined by a prime rate or LIBOR, plus an applicable margin, as set forth in the credit facility agreement. Borrowings under the credit facility are limited to the availability under a borrowing base that is determined principally on eligible inventory as defined by the credit facility agreement. The credit facility, including the term loan, is secured by our inventory, cash, cash equivalents, and substantially all of our other assets. Borrowings under the credit facility remain available for working capital and general corporate purposes, as well as to finance capital expenditures and to support our letter of credit requirements. The term loan matures on December 16, 2021, contemporaneously with the existing credit facility.
A copy of the amendment is filed as Exhibit 10.5 to this Form 8-K. The foregoing description of the amendment and credit facility agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment and credit facility agreement which are incorporated herein by reference.
The amendment included as an exhibit to this Form 8-K is intended to provide the reader with information regarding its terms and is not intended to provide any other factual or disclosure information about us or the other parties to the amendment or the credit facility agreement. The amendment and credit facility agreement contain representations, warranties, and covenants by the parties thereto, and those representations, warranties, and covenants:
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were made solely for purposes of the amendment and the credit facility agreement and for the benefit of the parties specified therein; |
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have been qualified by disclosures that were made to the other parties in connection with the negotiation of the amendment and the credit facility agreement, including being qualified by confidential disclosures made by one party to others for the purpose of allocating contractual risk between them that differ from those applicable to investors; |
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may apply standards of materiality in a way that is different from what may be viewed as material to the reader or other investors; |
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were made only as of the date of the amendment, the credit facility agreement or such other date(s) specified in the applicable document and are subject to more recent developments; and |
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may not describe the actual state of affairs as of the date they were made or at any other time. |
Investors should not rely on the representations, warranties, and covenants in the amendment or credit facility agreement, or any description thereof, as characterizations of the actual state of facts or our condition. Investors should review the amendment and credit facility agreement, or any descriptions thereof, not in isolation, but only in conjunction with the other information about us that we include in reports, statements, and other filings we make with the SEC.
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Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
(a)Creation of a Direct Financial Obligation
The information required by this item is included in Item 1.01 of this Form 8-K and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
(d)Exhibits. Exhibits denoted with an asterisk (*) are filed herewith.
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10.4 |
Third Amendment to Second Amended and Restated Credit Agreement, Second Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty dated August 3, 2018, among Specialty Retailers, Inc., as borrower, Stage Stores, Inc., as guarantor, and the banks named therein is incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on August 7, 2018. Some schedules to this exhibit have been omitted. The registrant agrees to furnish supplementally a copy of any of the omitted schedules to this exhibit to the Securities and Exchange Commission upon its request.
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STAGE STORES INC Exhibit
EX-10.5 2 ex105_creditamendment.htm EXHIBIT 10.5 ex105_creditamendment EXHIBIT 10.5 EXECUTION COPY FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This Fourth Amendment to Second Amended and Restated Credit Agreement (this “Fourth Amendment”),…
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About Stage Stores, Inc. (NYSE:SSI)
Stage Stores, Inc. operates specialty department stores mainly in small and mid-sized towns and communities. The Company’s department stores offer a range of brand name and private label apparel, accessories, cosmetics, footwear and home goods. The Company operates approximately 830 specialty department stores in over 40 states under the BEALLS, GOODY’S, PALAIS ROYAL, PEEBLES and STAGE nameplates and a direct-to-consumer business. The Company’s direct-to-consumer business consists of its e-commerce Website and Send program. The Company’s e-commerce Website includes a range of merchandise categories found in its stores, as well as other product offerings. The Company’s in-store Send program allows customers to have merchandise shipped directly to their homes if the preferred size or color is not available in their local store. The Company’s private label portfolio brands are developed and sourced through agreements with third-party vendors.
