Stage Stores, Inc. (NYSE:SSI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On December 16, 2016, Stage Stores, Inc. and its subsidiary
Specialty Retailers, Inc. (collectively, we, our or registrant)
entered into an amendment to its senior secured revolving credit
facility. The amendment increases total capacity under the
facility from $350 million to $450 million, including a $50
million seasonal increase and $25 million letter of credit
sublimit, and extends the term from October 6, 2019 until
December 16, 2021. 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.
Specialty Retailers, Inc. (collectively, we, our or registrant)
entered into an amendment to its senior secured revolving credit
facility. The amendment increases total capacity under the
facility from $350 million to $450 million, including a $50
million seasonal increase and $25 million letter of credit
sublimit, and extends the term from October 6, 2019 until
December 16, 2021. 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 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 and
collateral agent, and lenders Wells Fargo Bank, National
Association, JPMorgan Chase Bank, N.A., Regions Bank, Bank of
America, N.A., and SunTrust Bank.
Inc., as borrower, Stage Stores, Inc., as guarantor, Wells Fargo
Bank, National Association, as administrative agent and
collateral agent, and lenders Wells Fargo Bank, National
Association, JPMorgan Chase Bank, N.A., Regions Bank, Bank of
America, N.A., and SunTrust Bank.
The daily 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. Inventory, cash and cash
equivalents are pledged as collateral under the credit facility.
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. Inventory, cash and cash
equivalents are pledged as collateral under the credit facility.
The credit facility agreement contains covenants which, among
other things, restrict, based on required levels of excess
availability, (i) the amount of additional debt or capital lease
obligations, (ii) the payment of dividends and repurchase of
common stock under certain circumstances and (iii) related party
transactions. The credit facility agreement also contains a fixed
charge coverage ratio covenant in the event excess availability
is below a defined threshold or an event of default has occurred.
other things, restrict, based on required levels of excess
availability, (i) the amount of additional debt or capital lease
obligations, (ii) the payment of dividends and repurchase of
common stock under certain circumstances and (iii) related party
transactions. The credit facility agreement also contains a fixed
charge coverage ratio covenant in the event excess availability
is below a defined threshold or an event of default has occurred.
A copy of the amendment is filed as Exhibit 10.2 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.
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:
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 party in connection with the negotiation of the amendment and the credit facility agreement, including being qualified by confidential disclosures made by one party to the other 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.
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
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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.
this Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events
On December 19, 2016, we issued a news release announcing that we
entered into the amendment. A copy of the news release is
attached to this Form 8-K as Exhibit 99.
entered into the amendment. A copy of the news release is
attached to this Form 8-K as Exhibit 99.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.>>Exhibits denoted with an asterisk (*) are
filed herewith.
filed herewith.
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10.1
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Second Amended and Restated Credit Agreement dated October
6, 2014, among Specialty Retailers, Inc., as borrower, Stage Stores, Inc., as guarantor, and the banks named therein is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 10, 2014. |
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10.2*
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First Amendment to Second Amended and Restated Credit
Agreement dated December 16, 2016, among Specialty Retailers, Inc., as borrower, Stages Stores, Inc., as guarantor, and the banks named therein. 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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99*
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Stage Stores, Inc. news release dated December 19, 2016.
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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. Stage Stores, Inc. (NYSE:SSI) Recent Trading Information
Stage Stores, Inc. (NYSE:SSI) closed its last trading session up +0.25 at 5.16 with 798,245 shares trading hands.