Stein Mart has entered into a definitive merger agreement under which an affiliate of Kingswood Capital Management will acquire all of the outstanding common stock of Stein Mart not already beneficially owned by affiliates of Jay Stein, Stein Mart’s former CEO and current chairman of the board of directors, and related investors for $0.90 per share in cash.
Upon closing, Stein Mart will become a privately held company and Stein Mart common stock will no longer be listed or traded on any public stock market.
The purchase price represents a premium of approximately 38% to Stein Mart’s closing stock price on January 30, 2020, the last trading day prior to the announcement, the company said.
The transaction was unanimously approved by the Stein Mart board of directors, acting on the unanimous recommendation of a special committee of independent directors that was granted full authority to conduct a comprehensive strategic review and evaluate, and if warranted, negotiate an acquisition proposal.
“The special committee and its advisors conducted a thorough and independent process to review the company’s strategic alternatives and identify a transaction that would maximize shareholder value. We believe that this transaction is in the best interest of all Stein Mart stakeholders, including our many loyal employees,” said Richard Sisisky, Stein Mart board member and chairman of the special committee.
The transaction will be financed by debt provided by Wells Fargo Bank, National Association and Pathlight Capital LP and by equity provided by affiliates of Kingswood. As part of the transaction, an entity managed by Jay Stein will contribute its equity and, following the closing of the merger, will indirectly own one-third of Stein Mart after the closing.
The transaction, which is expected to close in the first half of calendar year 2020, is subject to approval by Stein Mart shareholders and the satisfaction of other customary closing conditions. The Stein Mart board of directors recommends that Stein Mart’s shareholders vote to adopt and approve the merger agreement.