STEVEN MADDEN, LTD. (NASDAQ:SHOO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
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Entry into a Material Definitive |
On January 30, 2017, Steven Madden, Ltd. (the Company) entered
into an Equity Purchase Agreement (the Purchase Agreement) with
Schwartz Benjamin, Inc., a New York corporation (SA), B.D.S.,
Inc., a Delaware corporation (B.D.S), Quinby Ridge Enterprises
LLC, a Delaware limited liability company (QRE), DANIELBARBARA
Enterprises LLC, a New York limited liability company (DBE and,
collectively with SA, B.D.S. and QRE, Schwartz Benjamin), the
owners of all of the issued and outstanding equity interests in
Schwartz Benjamin (the Sellers), and Daniel Schwartz, as
designated agent for the Sellers, to which the Company purchased
all of the outstanding equity interests in Schwartz Benjamin from
the Sellers. Schwartz Benjamin, which was founded in 1923,
engages in the design, sourcing and sale of branded and private
label footwear.
The purchase price payable to the Sellers in the acquisition
consists of (i) $15.75 million in cash paid at closing, subject
to a post-closing working capital adjustment, plus (ii) a cash
earn-out payment based on the performance of Schwartz Benjamin in
each of the next six years (beginning on February 1 and ending on
January 31 of each year) equal to, in the case of earn-out years
one through four, 40% of the EBITDA (as defined in the Purchase
Agreement) of Schwartz Benjamin and, in the case of earn-out
years five and six, 75% of the EBITDA of Schwartz Benjamin. The
sum of $1 million of the purchase price was deposited into escrow
at closing to secure potential indemnification obligations of the
Sellers.
The foregoing description of the terms of the Purchase Agreement
is qualified in its entirety by reference to the Purchase
Agreement, a copy of which is filed as Exhibit 2.1 hereto and
incorporated herein by reference.
| Item 8.01. | Other Events |
On January 30, 2017, the Company issued a press release to which
it announced that it had acquired Schwartz Benjamin. A copy of
the press release is filed as Exhibit 99.1 hereto and
incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits: |
The Purchase Agreement included as an exhibit to this Current
Report on Form 8-K is included to provide information regarding
its terms and conditions relating to the acquisition and is not
intended to provide any other factual or disclosure information
about the Company, its subsidiaries or other parties to the
Purchase Agreement. The Purchase Agreement contains
representations and warranties by each of the parties to the
Purchase Agreement that have been made solely for the benefit of
the other parties to the Purchase Agreement and:
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should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
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have been qualified by disclosures that were made to the other party in connection with the negotiation of the Purchase Agreement, which disclosures are not necessarily reflected in the Purchase Agreement; |
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may apply standards of materiality in a way that is different from what may be otherwise viewed as material; and |
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were made only as of the date of the Purchase Agreement or such other date or dates as may be specified in the Purchase Agreement and are subject to more recent developments. |
Accordingly, these representations and warranties may not
describe the actual state of affairs as of the date they were
made or at any other time.
| Exhibit | Description |
| 2.1 |
Equity Purchase Agreement, dated January 30, 2017, among Steven Madden, Ltd., Schwartz Benjamin, Inc., B.D.S., Inc., Quinby Ridge Enterprises LLC, DANIELBARBARA Enterprises LLC, the Sellers party thereto, and Daniel Schwartz, as agent for the Sellers |
| 99.1 |
Press Release dated January 30, 2017 issued by Steven Madden, Ltd. announcing the acquisition of Schwartz Benjamin |
About STEVEN MADDEN, LTD. (NASDAQ:SHOO)
Steven Madden, Ltd. and its subsidiaries design, source, market and sell name brand and private label footwear for women, men and children. The Company operates through five segments: Wholesale Footwear, which consists of brands, including Steve Madden Women’s and Dolce Vita; Wholesale Accessories, which includes Betseyville and Luv Betse accessories brands; First Cost, which earns commissions for serving as a buying agent for footwear products under private labels for market merchandisers; Retail, which includes Steve Madden stores located in shopping malls and in urban street locations across the United States, Canada, Mexico and South Africa, and Licensing, which is engaged in the licensing of the Steve Madden and Madden Girl trademarks for use in connection with the manufacture and sale of outerwear and men’s leather accessories. STEVEN MADDEN, LTD. (NASDAQ:SHOO) Recent Trading Information
STEVEN MADDEN, LTD. (NASDAQ:SHOO) closed its last trading session down -0.25 at 33.70 with 707,233 shares trading hands.
