Form 8-K SHOE CARNIVAL INC For: Nov 30

EX-4.1

 

FIFTH AMENDMENT TO CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2021, by and among SHOE CARNIVAL, INC., an Indiana corporation (the “Borrower”), the Banks (as defined herein) party hereto, and WELLS FARGO BANK, N.A., a national banking association, as successor-by-merger to Wachovia Bank, National Association (together with its successors and assigns, the “Agent”), as Agent on behalf of itself and the Banks.

W I T N E S S E T H :

WHEREAS, Borrower, the financial institutions from time to time party thereto (the “Banks”), and Agent have executed and delivered that certain Credit Agreement dated as of January 20, 2010, as amended by that certain First Amendment to Credit Agreement dated as of April 10, 2013, as further amended by that certain Second Amendment to Credit Agreement dated as of March 27, 2017, as further amended by that certain Third Amendment to Credit Agreement dated as of April 16, 2020, as further amended by that certain Fourth Amendment to Credit Agreement dated as of July 20, 2020 (and as the same may have been further amended, restated, supplemented, or otherwise modified from time to time before the date hereof, the “Credit Agreement”); and

WHEREAS, the Borrower has requested that the Agent and the Banks party hereto amend certain provisions of the Credit Agreement as set forth herein, and the Agent and the Banks party hereto have agreed to such amendments, subject to the terms and conditions hereof.

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

SECTION 1.  Definitions.  Unless otherwise specifically defined herein, each term used herein (and in the recitals above) which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement.  Each reference to “hereof,” “hereunder,” “herein,” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall from and after the date hereof refer to the Credit Agreement as amended hereby.

SECTION 2.  Amendment to Credit Agreement.  

(a)  Section 5.2(d)(iii) of the Credit Agreement is amended so that it reads, in its entirety, as follows:

(iii)Borrower may, and may permit its Subsidiaries which are Obligors to, make acquisitions of any Persons or their assets during any 12-month period during the Term of this Agreement which in the aggregate do not exceed $75,000,000, provided that after giving effect to any such acquisition, Borrower shall be in compliance with all of the provisions of this Agreement.

 

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SECTION 3.  Conditions Precedent.  This Agreement shall become effective only upon satisfaction of the following conditions precedent:

(a)execution and delivery of this Agreement by Borrower, Agent, and each of the Banks;

(b)execution and delivery of the Consent, Reaffirmation, and Agreement of the Guarantors at the end hereof by each of the Guarantors; and

(c)execution and delivery of the Florida Out-of-State Affidavit in the form of Exhibit A, attached hereto and made a part hereof, by the Borrower.

SECTION 4.  Miscellaneous Terms.

(a)  Effect of Agreement.  Except as set forth expressly hereinabove, all terms of the Credit Agreement and the other Loan Documents shall be and remain in full force and effect, and shall constitute the legal, valid, binding, and enforceable obligations of Borrower.  Except to the extent otherwise expressly set forth herein, the amendments set forth herein shall have prospective application only from and after the date of this Agreement.

(b)  No Novation or Mutual Departure.  Borrower expressly acknowledges and agrees that (i) there has not been, and this Agreement does not constitute or establish, a novation with respect to the Credit Agreement or any of the other Loan Documents, or a mutual departure from the strict terms, provisions, and conditions thereof, other than with respect to the amendments contained in Section 2 above; (ii) nothing in this Agreement shall affect or limit Agent’s and Banks’ right to demand payment of liabilities owing from Borrower to Agent and Banks under, or to demand strict performance of, the terms, provisions, and conditions of the Credit Agreement and the other Loan Documents, to exercise any and all rights, powers, and remedies under the Credit Agreement or the other Loan Documents or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence and continuance of a Default or an Event of Default under the Credit Agreement or the other Loan Documents; and (iii) the amendments in Section 2 above shall not apply to any other past, present, or future noncompliance with any provision of the Credit Agreement or any of the other Loan Documents and do not constitute any course of dealing between Agent, Banks, and Borrower.

(c)  Ratification.  Borrower (i) hereby restates, ratifies, and reaffirms each and every term, covenant, and condition set forth in the Credit Agreement and the other Loan Documents to which it is a party effective as of the date hereof and (ii) restates and renews each and every representation and warranty heretofore made by it in the Credit Agreement and the other Loan Documents as fully as if made on the date hereof and with specific reference to this Agreement and any other Loan Documents executed or delivered in connection herewith (except with respect to representations and warranties made as of an expressed date, in which case such representations and warranties shall be true and correct as of such date).

(d)  No Default.  To induce Agent and the Banks a party hereto to enter into this Agreement and to continue to make advances pursuant to the Credit Agreement (subject to the terms and conditions hereof and thereof), Borrower hereby acknowledges and agrees that, as of

 

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the date hereof, and after giving effect to the terms hereof, there exists (i) no Default or Event of Default and (ii) no right of offset, defense, counterclaim, claim, or objection in favor of Borrower or arising out of or with respect to any of the Loans or other obligations of Borrower owed to the Agent and the Banks under the Credit Agreement or any other Loan Document.

(e)  Counterparts.  This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.  This Agreement may be executed by each party on separate copies, which copies, when combined so as to include the signatures of all parties, shall constitute a single counterpart of the Agreement.

(f)  Fax or Other Transmission.  Delivery by one or more parties hereto of an executed counterpart of this Agreement via facsimile, telecopy, or other electronic method of transmission pursuant to which the signature of such party can be seen (including, without limitation, Adobe Corporation’s Portable Document Format) shall have the same force and effect as the delivery of an original executed counterpart of this Agreement.  Any party delivering an executed counterpart of this Agreement by facsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability, or binding effect of this Agreement.

(g)  Section References.  Section titles and references used in this Agreement shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.

(h)  Further Assurances.  Borrower agrees to take, at Borrower’s expense, such further actions as Agent shall reasonably request from time to time to evidence the amendments set forth herein and the transactions contemplated hereby.

(i)  Severability.  Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

(j)  Governing Law.  This Agreement shall be governed by and construed and interpreted in accordance with the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

[Continued on following page.]

 

 

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IN WITNESS WHEREOF, each of the Borrower, the Agent, and the Banks a party hereto has caused this Agreement to be duly executed by its duly authorized officer as of the day and year first above written.

 

 

 

 

 

 

 

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CONSENT, REAFFIRMATION, AND AGREEMENT OF GUARANTORS

 

Each of the undersigned (i) acknowledges receipt of the foregoing Fifth Amendment to Credit Agreement (the “Agreement”), (ii) consents to the execution and delivery of the Agreement by the parties thereto, and (iii) reaffirms all of its respective obligations and covenants under that certain Subsidiary Guaranty dated as of January 20, 2010 (as amended, restated, supplemented, or otherwise modified from time to time) and, in each case, agrees that none of its respective obligations and covenants thereunder shall be reduced or limited by the execution and delivery of the Agreement.

This Consent, Reaffirmation, and Agreement of Guarantors (this “Consent”) may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.  This Consent may be executed by each party on separate copies, which copies, when combined so as to include the signatures of all parties, shall constitute a single counterpart of the Consent.

 

Dated:  November 30, 2021.

 

 

 

 

 

 

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Exhibit A

 

FORM OF Florida Out-of-State Affidavit of BORROWER

[See attached.]

 

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FLORIDA OUT-OF-STATE AFFIDAVIT OF BORROWER

STATE OF INDIANA

COUNTY OF VANDERBURGH

 

I, W. Kerry Jackson, after being duly sworn, depose and say:

 

(1)I am the Senior Executive Vice President, Chief Financial and Administrative Officer and Treasurer of Shoe Carnival, Inc., an Indiana corporation (the “Borrower”).

(2)On the date hereof, I, on behalf of the Borrower and with full authorization, executed that certain Fifth Amendment to Credit Agreement (the “Amendment”) to be dated on or about the date hereof, by and among the Borrower, the other Loan Parties party thereto, the financial institutions party thereto, and Wells Fargo Bank, National Association, as successor-by-merger to Wachovia Bank, National Association (together with its successors and assigns, the “Agent”), in Evansville, Indiana.  

(3)On the date hereof, I, on behalf of Borrower, caused the Amendment to be delivered to Victoria Bartlett, Esq., via overnight courier (to Greenberg Traurig, LLP, 3333 Piedmont Road, NE, Suite 2500, Atlanta, GA  30305, Attn:  Victoria Bartlett), in Atlanta, Georgia.

(4)This Affidavit is made for the benefit of Agent for compliance with the laws of the State of Florida relating to documentary stamp taxes.

 

[CONTINUED ON FOLLOWING PAGE]

 

 

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The foregoing affidavit was sworn to before me by W. Kerry Jackson this 30^th day of November, 2021, in Evansville, Indiana.

 

 

[NOTARY SEAL]

 

 

 

EX-99.1

 

 

 

SHOE CARNIVAL ANNOUNCES ACQUISITION OF SHOE STATION

 

Accelerates Growth Strategy to Become a Multi-Billion Dollar Retailer

Adds a Complementary Retail Platform to Serve a Broader Customer Base

Immediately Accretive to Diluted EPS in Fiscal 2022

 

FOR IMMEDIATE RELEASE

Evansville, Indiana, December 3, 2021 - Shoe Carnival, Inc. (Nasdaq: SCVL) (the “Company”), a leading retailer of footwear and accessories for the family, announced today that it has acquired substantially all of the assets of privately-held, family-owned Shoe Station, Inc., which operates stores in five Southeastern states. The Shoe Station assets were acquired for $67 million, subject to customary adjustments, funded through cash on hand.

 

“We are excited to welcome Shoe Station to the Shoe Carnival team,” said Mark Worden, Shoe Carnival’s President and Chief Executive Officer. “Coming on the heels of our best quarter of our best year in our 43-year history, this deal accelerates our journey toward becoming a multi-billion dollar retailer in the years ahead.”

 

With this acquisition, the first in its history, the Company will own and operate Shoe Station’s locations across the Southeast. The addition of a new brand and new retail locations to the Shoe Carnival portfolio creates a complementary retail platform to serve a broader customer base across both urban and suburban demographics. Shoe Station has a strong track record of capitalizing on emerging footwear fashion trends and introducing new brands to its customers.

 

Shoe Station’s current President and Chief Executive Officer, G. Brent Barkin, will become the Company’s Senior Vice President, New Business Development & Integration, reporting to Mr. Worden. Mr. Barkin, the son of Shoe Station’s founder Terry S. Barkin, has been with Shoe Station for over twenty years. G. Brent Barkin will continue to lead Shoe Station while focusing on new business growth opportunities for the combined Company.

 

“Shoe Carnival brings infrastructure and financial backing to significantly accelerate our Shoe Station brand growth,” said Mr. Barkin. “Taken together, the two brands create a winning customer value proposition. We are delighted to become part of Shoe Carnival, and I cannot wait to partner with Mark and his talented team to unlock more exciting opportunities to come.”

 

The transaction is expected to be immediately accretive to diluted net income per share in fiscal 2022, contributing approximately $100 million in incremental net sales, with operating income exceeding 10 percent on a normalized basis. After the close of this acquisition, the Company will have more than $100 million in cash on hand, consistent with cash reserves from the same period in fiscal 2020. With the addition of Shoe Station to the Shoe Carnival portfolio, the Company expects to surpass 400 stores by the end of 2022, on a path to double-digit new store growth in the years ahead.

 

“Brent and his team share our values and vision for the future of family footwear retail,” concluded Mr. Worden. “Together, we are ready to create a multi-billion dollar company, defined and driven by traits that made us industry leaders today. We look forward to building on our joint success as we continue our growth trajectory and driving significant long-term value for all of our stakeholders."

 

 

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Advisors

 

Jefferies, LLC served as financial advisor to Shoe Carnival, KPMG LLP served as the due diligence advisor to Shoe Carnival, and Faegre Drinker Biddle & Reath LLP served as its legal advisor in connection with the transaction.

 

About Shoe Carnival

 

Shoe Carnival, Inc. is one of the nation’s largest family footwear retailers, offering a broad assortment of dress, casual and athletic footwear for men, women and children with emphasis on national name brands. As of December 3, 2021, and prior to the acquisition of Shoe Station, the Company operated 377 stores in 35 states and Puerto Rico, and offers online shopping at www.shoecarnival.com. Headquartered in Evansville, IN, Shoe Carnival trades on The Nasdaq Stock Market LLC under the symbol SCVL. Shoe Carnival's press releases and annual report are available on the Company's website at www.shoecarnival.com.

 

About Shoe Station

 

Shoe Station, Inc. is one of the nation's largest independent shoe retailers, with 21 locations in five Southeastern states – Alabama, Florida, Georgia, Mississippi, and Louisiana. Shoe Station features a comprehensive e-commerce site, www.shoestation.com. The retailer employs over 500 individuals. The retail chain has community partnerships with United Way of Southwest Alabama, Distinguished Young Women, Alabama Public Radio (APR), and The University of South Alabama's Mitchell College of Business.

 

Contact Information

 

Investors

W. Kerry Jackson

Shoe Carnival Investor Relations

(812) 867-4034

 

Media and Public Relations

Anthony Steel

Weber Shandwick for Shoe Carnival

[email protected]

 

Cautionary Statement Regarding Forward-Looking Information

 

As used herein, “we”, “our” and “us” refer to Shoe Carnival, Inc.  This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties, such as statements about the expected impact of the Shoe Station acquisition on our operations, financial results, markets and strategies, the integration of the business, our expected future store count and store growth, our ability to grow the Shoe Station brand, and our ability to achieve the strategic objectives, synergies, efficiencies, and other benefits expected to be realized from our acquisition of the Shoe Station business.  A number of factors could cause our actual results, performance, achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  These factors include, but are not limited to: our ability to effectively integrate the Shoe Station business, retain Shoe Station employees, and achieve the expected operating results, synergies and other benefits from the Shoe Station acquisition within the expected time frames, or at all; risks that the Shoe Station acquisition may disrupt our current plans and operations or negatively impact our relationship with our

 

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vendors and other suppliers; the duration and spread of the COVID-19 pandemic, mitigating efforts deployed, including the effects of government stimulus on consumer spending, and the pandemic’s overall impact on our operations, including our stores, supply chain and distribution processes, economic conditions, and financial market volatility; general economic conditions in the areas of the continental United States and Puerto Rico where our stores are located; the effects and duration of economic downturns and unemployment rates; changes in the overall retail environment and more specifically in the apparel and footwear retail sectors; our ability to generate increased sales; our ability to successfully navigate the increasing use of online retailers for fashion purchases and the impact on traffic and transactions in our physical stores; the success of the open-air shopping centers where our stores are located and its impact on our ability to attract customers to our stores; our ability to attract customers to our e-commerce platform and to successfully grow our omnichannel sales; the potential impact of national and international security concerns on the retail environment; the effectiveness of our inventory management, including our ability to manage key merchandise vendor relationships and emerging direct-to-consumer initiatives; changes in our relationships with other key suppliers; our ability to control costs and meet our labor needs in a rising wage and/or inflationary environment; changes in the political and economic environments in, the status of trade relations with, and the impact of changes in trade policies and tariffs impacting, China and other countries which are the major manufacturers of footwear; the impact of competition and pricing; our ability to successfully manage and execute our marketing initiatives and maintain positive brand perception and recognition; our ability to successfully manage our current real estate portfolio and leasing obligations; changes in weather, including patterns impacted by climate change; changes in consumer buying trends and our ability to identify and respond to emerging fashion trends; the impact of disruptions in our distribution or information technology operations; the impact of natural disasters, other public health crises, political crises, civil unrest, and other catastrophic events on our operations and the operations of our suppliers, as well as on consumer confidence and purchasing in general; risks associated with the seasonality of the retail industry; the impact of unauthorized disclosure or misuse of personal and confidential information about our customers, vendors and employees, including as a result of a cybersecurity breach; our ability to successfully execute our business strategy, including the availability of desirable store locations at acceptable lease terms, our ability to implement and adapt to new technology and systems, our ability to open new stores in a timely and profitable manner, including our entry into major new markets, and the availability of sufficient funds to implement our business plans; higher than anticipated costs associated with the closing of underperforming stores; the inability of manufacturers to deliver products in a timely manner; an increase in the cost, or a disruption in the flow, of imported goods; the impact of regulatory changes in the United States, including minimum wage laws and regulations, and the countries where our manufacturers are located; the resolution of litigation or regulatory proceedings in which we are or may become involved; continued volatility and disruption in the capital and credit markets; our ability to identify, consummate or effectively integrate future acquisitions; future stock repurchases under our stock repurchase program and future dividend payments; and other factors described in the Company’s SEC filings, including the Company’s latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

 

In addition, these forward-looking statements necessarily depend upon assumptions, estimates and dates that may be incorrect or imprecise and involve known and unknown risks, uncertainties and other factors. Accordingly, any forward-looking statements included in this press release do not purport to be predictions of future events or circumstances and may not be realized. Forward-looking statements can be identified by, among other things, the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “pro forma,” “anticipates,” “intends” or the negative of any of these terms, or comparable terminology, or by discussions of strategy or intentions. Given these uncertainties, we caution investors not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We disclaim any obligation to update any of these factors or to publicly announce any revisions to the forward-looking statements contained in this press release to reflect future events or developments.

 

 

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