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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13E-3

(Rule 13e-100)

TRANSACTION STATEMENT UNDER

SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND

RULE 13e-3 THEREUNDER

Rule 13e-3 Transaction Statement under Section 13(e)

of the Securities Exchange Act of 1934

 

 

STEIN MART, INC.

Name of Subject Company (Issuer)

 

 

Stein Mart, Inc.

Stratosphere Holdco, LLC

Stratosphere Merger Sub, Inc.

Kingswood Capital Management, L.P.

Kingswood Stratosphere Investor, LLC

Kingswood Intermediary I, Inc.

Kingswood Intermediary II, Inc.

Kingswood Capital Opportunities Fund I, L.P.

Kingswood Capital Opportunities Fund II, L.P.

Jay Stein

Stein Family Holdco LLC

(Names of Filing Persons (other person(s)))

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

858375108

(CUSIP Number of Class of Securities)

 

Alex Wolf

Managing Partner

Kingswood Capital Management, L.P.

11777 San Vicente Blvd., Suite 650

Los Angeles, CA 90049

(424) 744-8238

 

D. Hunt Hawkins

Chief Executive Officer

Stein Mart, Inc.

1200 Riverplace Blvd.

Jacksonville, FL 32207

(904) 346-1500

 

Jay Stein

Manager

Stein Family Holdco LLC

8265 Bayberry Road

Jacksonville, FL 32256

(904) 739-1311

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

 

John Haggerty, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210-1980

Telephone: (617) 649-1411

 

Gardner F. Davis, Esq.

John J. Wolfel, Esq.

Foley & Lardner LLP

One Independent Drive

Jacksonville, Florida 32202-5039

Telephone: (904) 359-2000

 

David Zaheer, Esq.

Latham & Watkins, LLP

355 South Grand Avenue

Los Angeles, CA 90071-1560

Telephone: (213) 891-8045

 

 

This statement is filed in connection with (check the appropriate box):

 

a.

    The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b.

    The filing of a registration statement under the Securities Act of 1933.

c.

    A tender offer.

d.

    None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☒

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

Calculation of Filing Fee

 

Transaction valuation*   Amount of filing fee**
   

$28,568,804.

  $3,708.

 

*

The maximum aggregate value was determined based upon 31,743,115 shares of Company Common Stock (including 761,569 shares of Company Common Stock subject to time vesting restricted stock units, 343,219 shares of Company Common Stock subject to time vesting restricted stock and 29,734 shares that could be issued under the Stein Mart, Inc. Employee Stock Purchase Plan prior to the completion of the merger) multiplied by $0.90 per share.

**

The filing fee was calculated in accordance with Rule 0-11 under the Securities and Exchange Act of 1934, as amended, by multiplying the transaction value by 0.0001298.

 

☒ 

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and date of its filing.

 

Amount Previously Paid: $3,708.

   Filing Party: Stein Mart, Inc.

Form or Registration No.: Schedule 14A

   Date Filed: March 2, 2020

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE

 

 

 


Table of Contents

TABLE OF CONTENTS

 

Item 1.

  Summary Term Sheet      2  

Item 2.

  Subject Company Information      2  

Item 3.

  Identity and Background of Filing Person      3  

Item 4.

  Terms of the Transaction      3  

Item 5.

  Past Contacts, Transactions, Negotiations and Agreements      4  

Item 6.

  Purposes of the Transaction and Plans or Proposals      5  

Item 7.

  Purposes, Alternatives, Reasons and Effects      5  

Item 8.

  Fairness of the Transaction      6  

Item 9.

  Reports, Opinions, Appraisals and Negotiations      7  

Item 10.

  Source and Amounts of Funds or Other Consideration      8  

Item 11.

  Interest in Securities of the Subject Company      8  

Item 12.

  The Solicitation or Recommendation      8  

Item 13.

  Financial Statements      9  

Item 14.

  Persons/Assets, Retained, Employed, Compensated Or Used      9  

Item 15.

  Additional Information      9  

Item 16.

  Exhibits      9  

 


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INTRODUCTION

This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Schedule 13E-3” or “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Stein Mart, Inc. (“Stein Mart,” or the “Company”), a Florida corporation and the issuer of the common stock, par value $0.01 per share (the “Company Common Stock”), that is subject to the Rule 13e-3 transaction; (ii) Stratosphere Holdco, LLC, a Delaware limited liability company (“Parent”), (iii) Stratosphere Merger Sub, Inc., a Florida corporation and an indirectly wholly-owned subsidiary of Parent (“Merger Sub”); (iv) Stein Family Holdco LLC, a Delaware limited liability company managed by Jay Stein, the Chairman of the Company’s board of directors (“Stein Family Holdco”); (v) Jay Stein, individually (together with Stein Family Holdco, collectively, the “Rollover Investor”), (vi) Kingswood Stratosphere Investor, LLC, a Delaware limited liability company (“TopCo”); (vi) Kingswood Intermediary I, Inc., a Delaware corporation (“Kingswood Intermediary I”); (viii) Kingswood Intermediary II, Inc., a Delaware corporation (“Kingswood Intermediary II”); (ix) Kingswood Capital Opportunities Fund I, L.P. , a Delaware limited partnership (“Kingswood Fund I”); (x) Kingswood Capital Opportunities Fund II, L.P., a Delaware limited partnership (“Kingswood Fund II”); and (xi) Kingswood Capital Management, L.P., a Delaware limited partnership (“Kingswood” and, together with Parent, Merger Sub, TopCo, Kingswood Intermediary I, Kingswood Intermediary II, Kingswood Fund I and Kingswood Fund II, collectively, the “Kingswood Group Filing Persons”) . The Rollover Investor and the Kingswood Group Filing Persons are collectively referred to herein as the “Acquiring Group” or the “Acquiring Group Filing Persons.”

The Company, Parent and Merger Sub entered into an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “merger agreement”), dated January 30, 2020, which provides for, among other things, the merger of Merger Sub with and into the Company (the “merger”), with the Company surviving the merger as an indirect wholly-owned subsidiary of Parent. Concurrently with the filing of this Schedule 13E-3, the Company is filing with the SEC a preliminary Proxy Statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, relating to a special meeting of the shareholders of the Company (the “Special Meeting”) at which the shareholders of the Company will consider and vote upon a proposal to adopt the merger agreement and cast an advisory (non-binding) vote to approve certain items of compensation that are based on or otherwise related to the merger and may become payable to certain named executive officers of the Company under existing agreements with the Company. The adoption of the merger agreement will require the affirmative vote of the holders of a majority of the shares of the Company Common Stock entitled to vote thereon outstanding as of the close of business on the record date for the Special Meeting. A copy of the preliminary Proxy Statement is attached hereto as Exhibit (a)(2)(i). A copy of the merger agreement is attached as Appendix A to the preliminary Proxy Statement and is incorporated herein by reference.

Under the terms of the merger agreement, if the merger is completed, each share of Company Common Stock, other than as provided below, will be converted into the right to receive $0.90 in cash (the “per share merger consideration”), without interest and less applicable withholding taxes. The following shares of Company Common Stock will not be converted into the right to receive the per share merger consideration in connection with the merger: (i) shares of Company Common Stock held by the Company or any of its subsidiaries, (ii) shares of Company Common Stock held by Parent or any of its subsidiaries (including shares of Company Common Stock contributed by the Rollover Investor to Parent immediately prior to the effective time of the merger), and (iii) shares of Company Common Stock whose holders have not voted in favor of adopting the merger agreement and have demanded and perfected their appraisal rights in accordance with, and have complied in all respects with the Florida Business Corporation Act.

The merger remains subject to the satisfaction or waiver of the conditions set forth in the merger agreement, including the adoption of the merger agreement by the Company’s shareholders. The Rollover Investor has committed to contribute, immediately prior to the effective time of the merger, all of the outstanding Company Common Stock that it owns (representing approximately 36% of the Company Common Stock outstanding as of the date of the merger agreement) to Parent in exchange for equity securities of Parent.

The board of directors formed a special committee comprised entirely of independent and disinterested directors, consisting of Richard Sisisky (Chairman), Irwin Cohen, Thomas Cole and Timothy Cost (the “Special Committee”) to consider and negotiate the terms and conditions of the merger and to recommend to the board of directors whether to pursue the merger and, if so, on what terms and conditions.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all appendices thereto, is incorporated in its entirety herein by reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the appendices thereto.

 

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As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion and/or amendment. Capitalized terms used but not expressly defined in this Schedule 13E-3 shall have the respective meanings given to them in the Proxy Statement.

The information contained in this Schedule 13E-3 and the preliminary Proxy Statement concerning the Company was supplied by the Company and none of the other Filing Persons take responsibility for the accuracy of such information. Similarly, all information contained in this Schedule 13E-3 and the Proxy Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.

While each of the Filing Persons acknowledges that the merger is a “going private” transaction for purposes of Rule 13E-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any Filing Person.

 

Item 

1. Summary Term Sheet.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

QUESTIONS AND ANSWERS ABOUT THE MERGER, THE “MERGER-RELATED EXECUTIVE COMPENSATION” AND THE SPECIAL MEETING

 

Item 

2. Subject Company Information.

(a) Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

THE PARTIES TO THE MERGER

(b) Securities. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER, THE “MERGER-RELATED EXECUTIVE COMPENSATION” AND THE SPECIAL MEETING”

THE SPECIAL MEETING—Who is Entitled to Vote at the Special Meeting?

IMPORTANT INFORMATION REGARDING THE COMPANYSecurity Ownership of Certain Beneficial Owners and Management

The exact title of the subject equity securities is “Stein Mart, Inc. common stock, par value $ 0.01 per share.”

(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

IMPORTANT INFORMATION REGARDING THE COMPANYMarkets and Market Price

(d) Dividends. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“IMPORTANT INFORMATION REGARDING THE COMPANY—Markets and Market Price”

“SPECIAL FACTORS—Dividends”

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

IMPORTANT INFORMATION REGARDING THE COMPANYPrior Public Offerings

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

COMMON STOCK TRANSACTION INFORMATION—Transactions by the Acquiring Group Filing Persons

COMMON STOCK TRANSACTION INFORMATION—Transactions by the Company

COMMON STOCK TRANSACTION INFORMATION—Transactions by the Company’s Directors and Executive Officers

 

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Item 

3. Identity and Background of Filing Person.

(a)-(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. Stein Mart, Inc. is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

THE PARTIES TO THE MERGER

IMPORTANT INFORMATION REGARDING THE COMPANY

IMPORTANT INFORMATION REGARDING PARENT, MERGER SUB, AND THE KINGSWOOD GROUP FILING PERSONS”

IMPORTANT INFORMATION REGARDING THE ROLLOVER INVESTOR

 

Item 

4. Terms of the Transaction.

(a)(1) Tender Offers. Not Applicable.

(a)(2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER, THE “MERGER-RELATED EXECUTIVE COMPENSATION” AND THE SPECIAL MEETING”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Acquiring Group Filing Persons for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger; Plans for the Company”

“SPECIAL FACTORS—Financing of the Merger”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Appraisal Rights”

“SPECIAL FACTORS—Material U.S. Federal Income Tax Consequences”

“THE SPECIAL MEETING—How Many Votes Are Needed to Approve Each Proposal?”

“THE MERGER AGREEMENT”

Appendix A—Agreement and Plan of Merger

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Certain Effects of the Merger; Plans for the Company”

“SPECIAL FACTORS—Financing of the Merger”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Indemnification of Directors and Officers; Directors’ and Officers’ Insurance”

“SPECIAL FACTORS—Merger Proceeds in Respect of Company Equity-Based Awards”

“THE MERGER AGREEMENT—Conversion of Securities”

“ADVISORY VOTE ON ‘MERGER-RELATED EXECUTIVE COMPENSATION’”

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET—Appraisal Rights”

“QUESTIONS AND ANSWERS ABOUT THE MERGER, THE “MERGER-RELATED EXECUTIVE COMPENSATION” AND THE SPECIAL MEETING”

“SPECIAL FACTORS—Appraisal Rights”

“THE SPECIAL MEETING—Rights of Shareholders Who Object to the Merger”

Appendix C—Sections 607.1301-607.1340 of the Florida Business Corporation Act

 

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(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“SPECIAL FACTORS—Recommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

“SPECIAL FACTORS—Provisions for Unaffiliated Shareholders’

(f) Eligibility for Listing or Trading. Not Applicable.

 

Item 

5. Past Contacts, Transactions, Negotiations and Agreements.

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“THE MERGER AGREEMENT—Conversion of Securities”

“COMMON STOCK TRANSACTION INFORMATION—Transactions by the Acquiring Group Filing Persons”

“COMMON STOCK TRANSACTION INFORMATION—Transactions by the Company”

“COMMON STOCK TRANSACTION INFORMATION—Transactions by the Company’s Directors and Executive Officers”

“WHERE SHAREHOLDERS CAN FIND MORE INFORMATION”

Appendix A—Agreement and Plan of Merger

(b) Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER, THE “MERGER-RELATED EXECUTIVE COMPENSATION” AND THE SPECIAL MEETING”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Plans for the Company”

“SPECIAL FACTORS—Financing of the Merger”

“SPECIAL FACTORS—Limited Guarantee”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Indemnification of Directors and Officers; Directors’ and Officers’ Insurance”

“SPECIAL FACTORS—Merger Proceeds in Respect of Company Equity-Based Awards”

“SPECIAL FACTORS—Voting Agreement”

“THE MERGER AGREEMENT”

“ADVISORY VOTE ON ‘MERGER-RELATED EXECUTIVE COMPENSATION’”

Appendix A—Agreement and Plan of Merger

(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER, THE “MERGER-RELATED EXECUTIVE COMPENSATION” AND THE SPECIAL MEETING”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger; Plans for the Company”

“SPECIAL FACTORS—Financing of the Merger”

“SPECIAL FACTORS—Limited Guarantee”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Merger Proceeds in Respect of Company Equity-Based Awards”

“SPECIAL FACTORS—Voting Agreement”

“SPECIAL FACTORS—Pledge and Security Agreement”

“THE MERGER AGREEMENT”

“ADVISORY VOTE ON ‘MERGER-RELATED EXECUTIVE COMPENSATION’”

 

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“WHERE SHAREHOLDERS CAN FIND MORE INFORMATION”

Appendix A—Agreement and Plan of Merger

 

Item 

6. Purposes of the Transaction and Plans or Proposals.

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Certain Effects of the Merger; Plans for the Company”

“SPECIAL FACTORS—Delisting and Deregistration of Company Common Stock”

“SPECIAL FACTORS—Payment of Merger Consideration and Surrender of Stock Certificates”

“THE MERGER AGREEMENT—Conversion of Securities”

(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER, THE “MERGER-RELATED EXECUTIVE COMPENSATION” AND THE SPECIAL MEETING”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Acquiring Group Filing Persons for the Merger”

“SPECIAL FACTORS—Positions of the Kingswood Group Filing Persons Regarding the Fairness of the Merger”

“SPECIAL FACTORS—Positions of the Rollover Investor Regarding the Fairness of the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger; Plans for the Company”

“SPECIAL FACTORS—Delisting and Deregistration of Company Common Stock”

“SPECIAL FACTORS—Financing of the Merger”

“SPECIAL FACTORS—Limited Guarantee”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Indemnification of Directors and Officers; Directors’ and Officers’ Insurance”

“SPECIAL FACTORS—Merger Proceeds in Respect of Company Equity-Based Awards”

“SPECIAL FACTORS—Voting Agreement”

“SPECIAL FACTORS—Dividends”

“ADVISORY VOTE ON ‘MERGER-RELATED EXECUTIVE COMPENSATION’”

Appendix A—Agreement and Plan of Merger

 

Item 

7. Purposes, Alternatives, Reasons and Effects.

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Acquiring Group Filing Persons for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger; Plans for the Company”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Alternatives to the Merger”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Opinion of PJ Solomon Securities, LLC”

 

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“SPECIAL FACTORS—Recommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

“SPECIAL FACTORS—Positions of the Kingswood Group Filing Persons Regarding the Fairness of the Merger”

“SPECIAL FACTORS—Positions of the Rollover Investor Regarding the Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Acquiring Group Filing Persons for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger; Plans for the Company”

“SPECIAL FACTORS—Alternatives to the Merger”

Appendix B—Opinion of PJ Solomon Securities, LLC

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS ABOUT THE MERGER, THE “MERGER-RELATED EXECUTIVE COMPENSATION” AND THE SPECIAL MEETING”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Acquiring Group Filing Persons for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger; Plans for the Company”

“SPECIAL FACTORS—Effects on the Company if the Merger is not Completed”

“SPECIAL FACTORS—Financing of the Merger”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Indemnification of Directors and Officers; Directors’ and Officers’ Insurance”

“SPECIAL FACTORS—Merger Proceeds in Respect of Company Equity-Based Awards”

“SPECIAL FACTORS—Delisting and Deregistration of Company Common Stock”

“SPECIAL FACTORS—Material U.S. Federal Income Tax Consequences”

“SPECIAL FACTORS—Appraisal Rights”

“SPECIAL FACTORS—Payment of Merger Consideration and Surrender of Stock Certificates”

“SPECIAL FACTORS—Fees and Expenses”

“THE MERGER AGREEMENT—Certificate of Incorporation; Bylaws”

“THE MERGER AGREEMENT—Conversion of Securities”

“ADVISORY VOTE ON ‘MERGER-RELATED EXECUTIVE COMPENSATION’”

Appendix C—Sections 607.1301-607.1340 of the Florida Business Corporation Act

 

Item 

8. Fairness of the Transaction.

(a), (b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

“SPECIAL FACTORS—Opinion of PJ Solomon Securities, LLC”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Acquiring Group Filing Persons for the Merger”

“SPECIAL FACTORS—Positions of the Kingswood Group Filing Persons Regarding the Fairness of the Merger”

“SPECIAL FACTORS—Positions of the Rollover Investor Regarding the Fairness of the Merger”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

Appendix B—Opinion of PJ Solomon Securities, LLC

The presentations and discussion materials dated August 22, 2019, September 20, 2019, January 20, 2020, January 22, 2020, January 27, 2020, January 29, 2020 and January 30, 2020, each prepared by PJ Solomon Securities, LLC and reviewed by the special committee of the board of directors of the Company or the board of directors of the Company, as applicable, are attached hereto as Exhibits (c)(2) – (c)(8) and are incorporated by reference herein.

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

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“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER, THE “MERGER-RELATED EXECUTIVE COMPENSATION” AND THE SPECIAL MEETING”

“THE SPECIAL MEETING—Who is Entitled to Vote at the Special Meeting?”

“THE SPECIAL MEETING—How Many Votes are Needed to Approve Each Proposal?”

“THE SPECIAL MEETING—How Many Shares Must Be Present to Constitute a Quorum for the Special Meeting?”

“THE MERGER AGREEMENT—Conditions to the Completion of the Merger”

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

“SPECIAL FACTORS—Positions of the Kingswood Group Filing Persons Regarding the Fairness of the Merger”

“SPECIAL FACTORS—Positions of the Rollover Investor Regarding the Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER, THE “MERGER-RELATED EXECUTIVE COMPENSATION” AND THE SPECIAL MEETING”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

(f) Other Offers. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Alternatives to the Merger”

 

Item 

9. Reports, Opinions, Appraisals and Negotiations.

(a)-(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference.

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

“SPECIAL FACTORS—Opinion of PJ Solomon Securities, LLC”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“WHERE SHAREHOLDERS CAN FIND MORE INFORMATION”

Appendix B—Opinion of PJ Solomon Securities, LLC

The presentations and discussion materials dated, August 22, 2019, September 20, 2019, January 20, 2020, January 22, 2020, January 27, 2020, January 29, 2020 and January 30, 2020, each prepared by PJS and reviewed by the special committee of the board of directors of the Company or the board of directors of the Company, as applicable, are attached hereto as Exhibits (c)(2) – (c)(8) and are incorporated by reference herein.

 

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Item 

10. Source and Amounts of Funds or Other Consideration.

(a), (b) Source of Funds; Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Financing of the Merger”

“SPECIAL FACTORS—Limited Guarantee”

“SPECIAL FACTORS—Voting Agreement”

“THE MERGER AGREEMENT—Closing and Effective Time of the Merger”

“THE MERGER AGREEMENT—Covenants of the Company”

“THE MERGER AGREEMENT—Covenants of Parent and/or Merger Sub”

“THE MERGER AGREEMENT—Certain Covenants of Each Party”

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Fees and Expenses”

“THE SPECIAL MEETING—Expenses of Proxy Solicitation”

“THE MERGER AGREEMENT—Termination”

“THE MERGER AGREEMENT—Effects of Termination; Fees and Expenses”

(d) Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Financing of the Merger”

 

Item 

11. Interest in Securities of the Subject Company.

(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“THE SPECIAL MEETING—Stock Ownership and Interests of Certain Persons”

“IMPORTANT INFORMATION REGARDING THE COMPANY—Security Ownership of Certain Beneficial Owners and Management”

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Voting Agreement”

“SPECIAL FACTORS—Background of the Merger”

“COMMON STOCK TRANSACTION INFORMATION—Transactions by the Acquiring Group Filing Persons”

“COMMON STOCK TRANSACTION INFORMATION—Transactions by the Company”

“COMMON STOCK TRANSACTION INFORMATION—Transactions by the Company’s Directors and Executive Officers”

“THE MERGER AGREEMENT”

Appendix A—Agreement and Plan of Merger

 

Item 

12. The Solicitation or Recommendation.

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS ABOUT THE MERGER, THE “MERGER-RELATED EXECUTIVE COMPENSATION” AND THE SPECIAL MEETING”

“SPECIAL FACTORS—Recommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Voting Agreement”

“THE SPECIAL MEETING—Stock Ownership and Interests of Certain Persons”

 

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(e) Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS ABOUT THE MERGER, THE “MERGER-RELATED EXECUTIVE COMPENSATION” AND THE SPECIAL MEETING”

“SPECIAL FACTORS—Recommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Acquiring Group Filing Persons for the Merger”

“SPECIAL FACTORS—Positions of the Kingswood Group Filing Persons Regarding the Fairness of the Merger”

“SPECIAL FACTORS—Positions of the Rollover Investor Regarding the Fairness of the Merger”

 

Item 

13. Financial Statements.

(a) Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“IMPORTANT INFORMATION REGARDING THE COMPANY—Selected Historical Financial Information”

“WHERE SHAREHOLDERS CAN FIND MORE INFORMATION”

(b) Pro Forma Information. Not Applicable.

 

Item 

14. Persons/Assets, Retained, Employed, Compensated Or Used.

(a) Solicitations or Recommendations. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER, THE “MERGER-RELATED EXECUTIVE COMPENSATION” AND THE SPECIAL MEETING”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Fees and Expenses”

“THE SPECIAL MEETING—Expenses of Proxy Solicitation”

(b) Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MERGER, THE “MERGER-RELATED EXECUTIVE COMPENSATION” AND THE SPECIAL MEETING”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

“THE SPECIAL MEETING—Expenses of Proxy Solicitation”

 

Item 

15. Additional Information.

(b) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“ADVISORY VOTE ON ‘MERGER-RELATED EXECUTIVE COMPENSATION’”

(c) Other Material Information. The entirety of the Proxy Statement, including all appendices thereto, is incorporated herein by reference.

 

Item 

16. Exhibits.

(a), (b), (c), (d), (f), (g). The list of exhibits filed as part of this Schedule 13E-3 is submitted in the Exhibit Index and is incorporated herein by reference.

 

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

      STEIN MART, INC.
      By:  

/s/ D. Hunt Hawkins

      Name:   D. Hunt Hawkins
      Title:   Chief Executive Officer
Dated: March 2, 2020        

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

     STRATOSPHERE HOLDCO, LLC
     By: Kingswood Stratosphere Investor, LLC, its sole member
     By: Kingswood Capital Management, L.P., its manager
     By:  

/s/ Alex Wolf

     Name:   Alex Wolf
     Title:   Managing Partner
Dated: March 2, 2020       

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

      STRATOSPHERE MERGER SUB, INC.
      By:  

/s/ Alex Wolf

      Name:   Alex Wolf
      Title:   President
Dated: March 2, 2020        

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

     KINGSWOOD CAPITAL MANAGEMENT, L.P.
     By:  

/s/ Alex Wolf

     Name:   Alex Wolf
     Title:   Managing Partner
Dated: March 2, 2020       

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

     KINGSWOOD STRATOSPHERE INVESTOR, LLC
     By: Kingswood Capital Management, L.P., its manager
     By:  

/s/ Alex Wolf

     Name:   Alex Wolf
     Title:   Managing Partner
Dated: March 2, 2020       

 

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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

      KINGSWOOD INTERMEDIARY I, INC.
      By:  

/s/ Alex Wolf

      Name:   Alex Wolf
      Title:   President
Dated: March 2, 2020        

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

      KINGSWOOD INTERMEDIARY II, INC.
      By:  

/s/ Alex Wolf

      Name:   Alex Wolf
      Title:   President
Dated: March 2, 2020        

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

      KINGSWOOD CAPITAL OPPORTUNITIES FUND I, L.P.
      By:  

/s/ Alex Wolf

      Name:   Alex Wolf
      Title:   Partner
Dated: March 2, 2020        

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

      KINGSWOOD CAPITAL OPPORTUNITIES FUND II, L.P.
      By:  

/s/ Alex Wolf

      Name:   Alex Wolf
      Title:   Partner
Dated: March 2, 2020        

 

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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

     

/s/ Jay Stein

      Name:    Jay Stein
Dated: March 2, 2020         

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

      STEIN FAMILY HOLDCO LLC
      By:  

/s/ Jay Stein

        Name: Jay Stein
        Title: Manager
Dated: March 2, 2020        

 

 

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EXHIBIT INDEX

(a)(2)(i) Preliminary Proxy Statement of Stein Mart, Inc. (included in the Schedule 14A filed on March 2, 2020, and incorporated herein by reference) (the “Preliminary Proxy Statement”).

(a)(2)(ii) Form of Proxy Card (included in the Preliminary Proxy Statement and incorporated herein by reference).

(a)(5) Press release issued by Stein Mart, Inc., dated January 31, 2020 (included as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on January 31, 2020, and incorporated herein by reference).

(b)(1) Debt Commitment Letter, dated as of January  30, 2020, by and between Pathlight Capital LP, Stratosphere Merger Sub, Inc. and Stratosphere Holdco, LLC.

(b)(2) Debt Commitment Letter, dated as of January 30, 2020, by and between Wells Fargo Bank, National Association, Stratosphere Merger Sub, Inc. and Stratosphere Holdco, LLC.

(c)(1) Opinion of PJ SOLOMON, dated January  30, 2020 (included as Appendix B to the Preliminary Proxy Statement, and incorporated herein by reference).

(c)(2) Project Stratosphere Update, dated August 22, 2019, of PJ SOLOMON to the Special Committee of the Board of Directors of the Company.

(c)(3) August Update, dated September  20, 2019, of PJ SOLOMON to the Special Committee of the Board of Directors of the Company.

(c)(4) Special Committee Discussion Materials, dated January 20, 2020, of PJ SOLOMON to the Special Committee of the Board of Directors of the Company.

(c)(5) Discussion Materials, dated January  22, 2020, of PJ SOLOMON to Lisa Galanti and Burton M. Transky of the Board of Directors of the Company and Richard L. Sisisky of the Special Committee of the Board of Directors of the Company.

(c)(6) Discussion Materials, dated January 27, 2020, of PJ SOLOMON to the Board of Directors of the Company.

(c)(7) Discussion Materials, dated January  29, 2020, of PJ SOLOMON to the Special Committee of the Board of Directors of the Company and the Board of Directors of the Company.

(c)(8) Discussion Materials, dated January 30, 2020, of PJ SOLOMON to the Board of Directors of the Company.

(d)(1) Agreement and Plan of Merger, dated as of January 30, 2020, by and among Stratosphere Holdco, LLC, Stratosphere Merger Sub, Inc. and Stein Mart, Inc. (included as Appendix A to the Preliminary Proxy Statement, and incorporated herein by reference).

(d)(2) Equity Rollover Agreement, dated as of January  30, 2020, by and between Stein Family Holdco LLC and Stratosphere Holdco, LLC.

(d)(3) Equity Commitment Letter, dated as of January 30, 2020, by and among Stratosphere Holdco, LLC, Stratosphere Investor, LLC, Kingswood Capital Opportunities Fund I, L.P. and Kingswood Capital Opportunities Fund II, L.P.

(d)(4) Voting Agreement, dated as of January  30, 2020, by and among Stratosphere Holdco, LLC and Stein Family Holdco LLC (included as Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed on January  31, 2020, and incorporated herein by reference).

(d)(5) Limited Guarantee, dated as of January  30, 2020, by Kingswood Capital Opportunities Fund I, L.P. and Kingswood Capital Opportunities Fund I-A, L.P. in favor of Stein Mart, Inc.

(f) Sections 607.1301-607.1340 of the Florida Business Corporation Act (included as Appendix C to the Preliminary Proxy Statement, and incorporated herein by reference).

(g) None.

Exhibit 99(b)(1)

Execution Copy

Pathlight Capital LP

18 Shipyard Drive, Suite 2C

Hingham, MA 02043

CONFIDENTIAL

January 30, 2020

Stratosphere Holdco, LLC

c/o Kingswood Capital Management, LP

11777 San Vicente Blvd., Suite 650

Los Angeles, CA 90049

Attn: Mr. Alex Wolf, Managing Partner

Project Stratosphere

$35,000,000 Senior Secured Asset Based Facility

Commitment Letter

Ladies and Gentlemen:

You have advised Pathlight Capital LP (together with its affiliated debt funds and co-investment vehicles as may be appropriate to consummate the transactions contemplated hereby, “Pathlight”, “we” or “us”) that a newly created entity, Stratosphere Holdco, LLC, a Delaware limited liability company (“Holdings” or “you”), formed at the direction of Kingswood Capital Management, LP and its affiliates (collectively, the “Sponsor”), intends to acquire (the “Acquisition”), directly or indirectly, all of the outstanding shares and any other equity interests of Stein Mart, Inc., a Florida corporation (the “Target”), pursuant to the Merger Agreement whereby Stratosphere Merger Sub, Inc., a Florida corporation and wholly owned subsidiary of Holdings (“Merger Sub”), will merge with and into the Target as more fully described in the Transaction Summary attached hereto as Exhibit A (the “Transaction Description”). You have further advised us that, in connection with the foregoing, you intend to consummate the other Transactions described in the Transaction Description. Capitalized terms used but not defined herein shall have the meanings assigned to them in the (i) Transaction Description, (ii) that certain Term Loan Agreement, dated as of March 14, 2018 (as amended from time to time prior to the date hereof, the “Existing TL Credit Agreement”), by and among the Target, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto and Gordon Brothers Finance Company, as administrative agent, (iii) the Agreed Changes to the Existing TL Credit Agreement attached hereto as Exhibit B (the “Agreed Modifications”), (iv) the Summary of Conditions Precedent attached hereto as Exhibit C (the “Summary of Conditions Precedent”, (v) the TL Fee Letter, dated as of the date hereof, by and between Pathlight and the Company (the “TL Fee Letter”) or (vi) the ABL Commitment Letter attached hereto as Exhibit D, as applicable; this TL Commitment Letter, the Transaction Description, the Agreed Modifications and the Summary of Conditions Precedent (collectively, this “TL Commitment Letter”), and together with the TL Fee Letter, the “TL Commitment Documents” and together with the ABL Commitment Letter, the “Commitment Documents”).

 

1.

Commitments and Agency Roles

You hereby appoint Pathlight to act as sole and exclusive administrative agent (in such capacity, the “TL Agent”) and arranger (in such capacity, the “Arranger”) for the senior secured asset based facility contemplated herein and described on Exhibit A (the “TL Facility”). Pathlight is pleased to advise you of its commitment to provide to the Borrowers 100% of the commitment amount of the TL Facility, on the terms set forth in this TL Commitment Letter, with the occurrence of the Closing Date and funding thereunder to be subject solely to the conditions identified in the Summary of Conditions Precedent (subject


to the Certain Funds Provision). You agree that no other titles will be awarded and, except as set forth in the TL Fee Letter and in the TL Facility Documentation, no compensation will be paid in connection with the TL Facility unless you and we shall so agree in writing.

 

2.

Conditions Precedent

The availability of the TL Facility on the Closing Date is subject solely to the conditions set forth in the Summary of Conditions Precedent (the date on which each of such conditions is satisfied or waived, the “Closing Date”). Notwithstanding anything in the Commitment Letter, the TL Facility Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions contemplated hereby to the contrary, (a) the only representations the accuracy of which shall be a condition to the availability of the TL Facility on the Closing Date shall be (i) the representations made by or with respect to the Target or its subsidiaries in the Merger Agreement in connection with the Acquisition as are material to the interests of the Lenders, but only to the extent that (x) you (or any of your affiliates) have the right to terminate your (or their) obligations under the Merger Agreement or not to consummate the Acquisition as a result of a breach of such representations in the Merger Agreement or (y) the breach of such representation results in the failure of a condition precedent to your (or your affiliates’) obligations to consummate the Acquisition (to such extent, the “Specified Merger Agreement Representations”) and (ii) the Specified Representations (as defined below), and (b) the terms of the TL Facility Documentation shall be consistent with the Certain Funds Provision and shall be in a form such that they do not impair the availability of the TL Facility on the Closing Date if the conditions set forth in the Summary of Conditions Precedent are satisfied or waived by the Arranger (it being understood that, to the extent any security interest in or with respect to any collateral is not or cannot be perfected on or before the Closing Date (other than (i) the perfection of security interests in assets with respect to which a lien may be perfected by the filing of a UCC financing statement, (ii) the perfection of security interests in federally registered intellectual property with respect to which a lien may be perfected by the filing of an intellectual property security agreement with the United States Patent and Trademark Office and (iii) the perfection of security interests in capital stock and other certificated equity securities with respect to which a lien may be perfected by the delivery of a stock or other certificate, together with a stock power or other applicable assignment separate from certificate duly executed in blank to the extent possession of such certificates perfects a security interest therein (provided, that certificates and related stock powers of the Target or any of its subsidiaries will be required to be delivered to the TL Agent on the Closing Date (subject to the Intercreditor Agreement) only to the extent received from such Target entity after your use of commercially reasonable efforts to obtain such certificates on or prior to the Closing Date, and if any such stock certificates are not delivered on the Closing Date, then such stock certificates and accompanying stock powers will be required to be delivered to the TL Agent within five (5) business days following the Closing Date (or such longer period as may be agreed by the TL Agent))) after your use of commercially reasonable efforts to do so, then the perfection of a security interest in such collateral shall not constitute a condition precedent to the availability of the TL Facility on the Closing Date, but instead shall be required to be perfected after the Closing Date pursuant to arrangements and timing to be mutually agreed by the TL Agent and the Borrowers acting reasonably (and, in any event, within 90 days after the Closing Date in the case of any deposit account control agreement or securities account control agreement and 60 days after the Closing Date in all other cases (or, in each case, such longer period as may be agreed by the TL Agent in its reasonable discretion)). For purposes hereof, “Specified Representations” means the representations and warranties of the TL Loan Parties in the TL Facility Documentation (after giving effect to the Acquisition) relating to organization; requisite power and authority; organizational existence of the TL Loan Parties; due authorization, execution, delivery and enforceability, in each case, related to the entering into and performance of (including the incurrence of obligation (including guarantees thereof) under) the TL Facility Documentation by the TL Loan Parties; no conflicts by the TL Facility Documentation with the TL Loan Parties’ organizational documents, applicable law or any order, judgment, or decree of any court or other governmental authority binding on any TL Loan Party or its subsidiaries; receipt of governmental

 

2


approvals; Federal Reserve margin regulations; the Investment Company Act; the PATRIOT Act; use of proceeds not violating anti-terrorism laws and money laundering activities and laws applicable to sanctioned persons or entities; subject to the limitations set forth in the preceding sentence, creation, effectiveness, validity and perfection of first priority liens under the security documents (subject, as to priority, to specified customary permitted liens under the TL Facility Documentation and in the case of the ABL Loan Priority Collateral, second priority liens to the extent provided in the Intercreditor Agreement); and solvency of the TL Loan Parties on a consolidated basis on the Closing Date after giving effect to the Transactions. Notwithstanding anything to the contrary contained herein, to the extent that any of the Specified Merger Agreement Representations are qualified or subject to “material adverse effect”, the definition thereof shall be “Company Material Adverse Effect”, as defined in the Summary of Conditions Precedent, for purposes of any representations and warranties made or to be made on, or as of, the Closing Date. This paragraph, and the provisions herein, shall be referred to as the “Certain Funds Provision”.

 

3.

Information

You represent, warrant and covenant (with respect to any information relating to the Target, to the best of your knowledge) that (i) all information (other than general market and industry information, Projection Materials and similar forward-looking information) that has been or will be made available to the TL Agent, the Lenders or any of their respective affiliates directly or indirectly by or on behalf of you, any other Parent Company, Merger Sub, the Target, the Sponsor or any of their respective affiliates in connection with the Transactions is, when taken as a whole after giving effect to all supplements and updates provided thereto, and will be, when taken as a whole, complete and correct in all material respects and does not and will not, when furnished, supplemented or updated, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances under which such statements are made and (ii) the projections and other forward looking information that have been or will be made available directly or indirectly to the TL Agent, the Lenders or any of their respective affiliates by or on behalf of you, any other Parent Company, Merger Sub, the Target, the Sponsor or any of their respective affiliates (collectively, the “Projection Materials”) have been and will be prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable when made and when made available to the TL Agent, the Lenders and their respective affiliates (it being recognized that (x) the Projection Materials are merely a prediction as to future events, are provided in good faith and are based on assumptions not to be viewed as facts, (y) the Projection Materials are subject to significant uncertainties and contingencies, many of which are beyond the control of you, the other Parent Companies, Merger Sub, the Sponsor, and/or the Target, and (z) no assurance can be given that any particular Projection Materials will be realized and that actual results during the period or periods covered by such projections may vary from the projected results and such differences may be material). You agree that if at any time prior to the Closing Date you become aware that any of the representations in the preceding sentence would be incorrect in any material respect if made at such time, then you will (or, with respect to information or projections relating to the Target, its subsidiaries or their respective operations or assets, use your commercially reasonable efforts to cause the Target to) promptly supplement, or cause to be supplemented, the information and projections so that such representations will be correct in all material respects, when taken as a whole, in light of the circumstances in which statements are made. The accuracy of the foregoing representations, whether or not supplemented, shall not be a condition to our obligations hereunder unless the inaccuracy results in an express condition hereunder otherwise not having been satisfied. You understand that in providing our services pursuant to this TL Commitment Letter, we may use and rely on the information and projections without independent verification thereof.

 

3


4.

Indemnification; Expense Reimbursement

To induce us to enter into the TL Commitment Documents and to proceed with the TL Facility Documentation, you hereby agree to indemnify, defend and hold harmless the Arranger, the TL Agent, each Lender (including, in any event, Pathlight) and their respective affiliates and each partner, member, trustee, shareholder, director, officer, employee, advisor, representative, agent, attorney and controlling person thereof (each of the above, an “Indemnified Person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities, costs or expenses (limited in the case of legal fees and expenses, as set forth below), joint or several, of any kind or nature whether or not brought or threatened by you, any other Parent Company, Merger Sub, the Target, the Sponsor, any of the TL Loan Parties, any of their respective affiliates or any other person or entity and which may be incurred by or asserted against or involve any Indemnified Person (whether or not any Indemnified Person is a party to such action, suit, proceeding or claim) as a result of or arising out of or in any way related to or resulting from the Acquisition, the TL Commitment Documents, the TL Facility, the Transactions or any related transaction contemplated hereby or thereby or any use or intended use of any proceeds of the TL Facility (it being agreed that you shall not be liable for legal fees and expenses of more than one law firm, on behalf of the Indemnified Persons, taken as a whole, as well as any necessary local or special counsel, as the case may be and solely in the event of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, by such other one firm of counsel for such affected Indemnified Person, as well as any necessary local or special counsel); provided, that you will not have to indemnify an Indemnified Person against any claim, loss, damage, liability or expense to the extent the same resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnified Person (to the extent determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) a material breach by such Indemnified Person of its obligations under the TL Commitment Documents as determined by a court of competent jurisdiction in a final and non-appealable judgment or (z) a dispute solely among Indemnified Persons (other than a claim against Pathlight solely in its capacity as the TL Agent or Arranger or any other similar role in connection with this TL Commitment Letter, the TL Facility, the Transactions or any related transactions contemplated hereby or thereby or any use or intended use of the proceeds of the TL Facility) not arising out of any act or omission on the part of you, any other Parent Company, Merger Sub, the Target, the Sponsor, the Borrowers or your or their affiliates).

Notwithstanding any other provision of this TL Commitment Letter, no Indemnified Person will be responsible or liable to you or any other person or entity for damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems and no Indemnified Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with the Acquisition, the TL Commitment Documents, the TL Facility, the Transactions or any related transaction contemplated hereby or thereby.

In consideration of the issuance of this TL Commitment Letter by Pathlight, you hereby agree to reimburse Pathlight from time to time upon demand for all reasonable, documented, out-of-pocket costs and expenses of Pathlight (it being understood that you shall not be liable for legal fees and expenses of more than one law firm, on behalf of Pathlight and the Lenders, as well as any local or special counsel, as the case may be, determined to be necessary by Pathlight), including, without limitation, in connection with financial, accounting, business, legal and other due diligence, search and filing fees, any consulting engagements and legal documentation associated with the TL Facility (collectively, the “Expenses”), regardless of whether the Transactions are consummated.

Your indemnity and reimbursement obligations under this Section 4 will be in addition to any liability which you may otherwise have and will be binding upon and inure to the benefit of the successors, assigns, heirs and personal representatives of you and the Indemnified Persons.

 

4


5.

Exclusivity

From the date hereof until the earliest of: (a) the mutual written agreement of the parties hereto not to pursue the execution of the TL Facility Documentation; (b) the consummation of the TL Facility Documentation in accordance with the terms hereof; and (c) the End Date (as defined below), you (i) shall not, and shall cause your affiliates, agents, representatives, counsel, consultants and advisors and any other person acting on your or their behalf not to, other than pursuant to this TL Commitment Letter, directly or indirectly solicit, participate in any negotiations or discussions with or provide or afford access to information to any third party with respect to, or otherwise facilitate, encourage or accept any offers for or otherwise affect the TL Facility or any alternative debt financing arrangements in connection with the Transactions (other than the Rollover Investment (as defined in the Merger Agreement) and the ABL Facility; provided that such Rollover Investment and/or the ABL Facility are not made in lieu of the TL Facility) that would have the effect of replacing the capital required to finance the Transactions or similar transactions, and (ii) shall terminate or have terminated prior to the date hereof, and shall cause your affiliates, agents, representatives, counsel, consultants and advisors and any other person acting on your or their behalf to terminate, any agreement or arrangement related to the foregoing to which you or your affiliates are parties, as well as any activities and discussions related to the foregoing as may be continuing on the date hereof with any party other than us and our representatives.

 

6.

Assignments

This TL Commitment Letter may not be assigned by you or us without the prior written consent of the other party (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person (including your equity holders, employees or creditors) other than the parties hereto (and any Indemnified Person). This TL Commitment Letter may not be amended or any term or provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto.

Notwithstanding the foregoing, Pathlight shall have the ability to assign, prior to the Closing Date, all or any portion of its commitments and agreements hereunder to any of its affiliates; provided, that, (i) no assignment shall reallocate, reduce or release Pathlight’s obligation to make available its entire commitment hereunder should any such affiliate or Lender fail to do so on the Closing Date, (ii) no assignment shall be made to any Disqualified Institution and (iii) Pathlight shall maintain exclusive control over all rights and obligations with respect to its commitment in respect of the TL Facility, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred. Any assignment that is made in accordance with this paragraph shall be referred to as a “Permitted Assignment.”

Disqualified Institution” means (a) an entity designated by the Sponsor, by written notice delivered to the Arranger on or prior to the date of this TL Commitment Letter, as a disqualified institution, (b) any other entity designated by the Sponsor, by written notice delivered to the TL Agent from time to time, that is an operating company engaged in similar business operations as the Target or its respective subsidiaries which is a competitor of the Target or (c) any entity that is reasonably identifiable, solely on the basis of such entity’s name, as an affiliate of any entity referred to in clauses (a) or (b) above or are identified as such in writing by or on behalf of the Sponsor; provided, however, that (i) in no event shall any bona fide debt fund, investment vehicle, regulated banking entity or non-regulated lending entity that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans or bonds and/or similar extensions of credit in the ordinary course of business be a Disqualified Institution unless such entity is identified under clause (a) above and (ii) no such designation shall apply to retroactively disqualify any entity who previously acquired, and continues to hold, any loans commitments or participations in respect of the TL Facility. Notwithstanding the foregoing, the TL Agent shall not have any responsibility or obligation to determine whether any Lender or potential Lender is a Disqualified Institution and the TL Agent shall not have any liability with respect to any assignment made to a Disqualified Institution.

 

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7.

USA PATRIOT Act Notification

The Arranger notifies you, each other Parent Company and the TL Loan Parties that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (as amended, supplemented or modified from time to time, the “Patriot Act”), the TL Agent and each Lender may be required to obtain, verify and record information that identifies you, each other Parent Company, Merger Sub, the TL Loan Parties, and their equity owners, including the name, address and tax identification number of each such person and other information that will allow the TL Agent and each Lender to identify you, each other Parent Company, Merger Sub and the TL Loan Parties in accordance with the Patriot Act, Proceeds of Crime Act and other applicable “know your customer” and anti-money laundering domestic and foreign rules and regulations. This notice is given in accordance with the requirements of the Patriot Act and the Proceeds of Crime Act and is effective for the TL Agent and each Lender. You agree to provide the TL Agent and each Lender, prior to the Closing Date, with all documentation and other information required by regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the Proceeds of Crime Act, in each case, to the extent requested by the TL Agent or such Lender least ten (10) days prior to the Closing Date.

 

8.

Confidentiality; Sharing Information; Affiliate Activities; Absence of Fiduciary Relationship

Please note that the TL Commitment Documents (including the terms and substance of the TL Commitment Documents) and any other written communications provided by the Arranger or any of its affiliates in connection with the Transactions are exclusively for the information of your board of directors (or equivalent governing body) and senior management and may not be disclosed to any other person or entity or circulated or referred to publicly without our prior written consent except, after providing written notice to the Arranger and with appropriate redactions as requested by the Arranger; provided that we hereby consent to your disclosure of (i) this TL Commitment Letter and such communications to your and the Sponsor’s respective officers, directors, agents and advisors who are directly involved in the consideration of the TL Facility to the extent you notify such persons of their obligation to keep the TL Commitment Documents and such communications confidential and such persons agree to hold the same in confidence, (ii) with our prior consent, (iii) this TL Commitment Letter and the contents hereof to the extent required by applicable law, rule or regulation, governmental or regulatory authority, subpoena or other compulsory legal process in each case based on the reasonable advice of your legal counsel (in which case, you agree, to the extent practicable and not prohibited by law, to inform us promptly thereof prior to disclosure) and (iv) this TL Commitment Letter and the contents hereof in connection with the exercise of any remedy or enforcement of any rights hereunder or thereunder.

You acknowledge that some or all of the Arranger, its affiliates and funds that are advised by the Arranger are full service securities firms and as such may from time to time effect transactions, for their own account or the account of customers, and may hold positions in securities or indebtedness, or options thereon, of the Sponsor, the TL Loan Parties and other companies that may be the subject of the Transactions. The Arranger and its affiliates will have economic interests that are different from or conflict with those of you, the other Parent Companies, Merger Sub, the Sponsor and the TL Loan Parties regarding the transactions contemplated hereby, and you acknowledge and agree that the Arranger and its affiliates have no obligation to disclose such interests to you. You further acknowledge and agree that nothing in this TL Commitment Letter or the nature of our services or in any prior relationship will be deemed to create an advisory, fiduciary or agency relationship between us, on the one hand, and you, the other Parent Companies, Merger Sub, the TL Loan Parties, your or their equity holders or your or their affiliates, on the other hand, and you, the other Parent Companies, Merger Sub, the TL Loan Parties, your or their equity holders or your or their

 

6


affiliates waive, to the fullest extent permitted by law, any claims you, the other Parent Companies, Merger Sub, the TL Loan Parties, your or their equity holders or your or their affiliates may have against the Arranger and its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Arranger and its affiliates will have no liability (whether direct or indirect) to you, the other Parent Companies, Merger Sub, the TL Loan Parties, your or their equity holders or your or their affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including your equity holders, employees or creditors. You acknowledge that the Transactions (including the exercise of rights and remedies hereunder) are arm’s-length commercial transactions and that we are acting as principal and in our own best interests. You are relying on your own experts and advisors to determine whether the Transactions are in your best interests and are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated hereby. In addition, you acknowledge that we may employ the services of our affiliates in providing certain services hereunder and may exchange with such affiliates information concerning you, the other Parent Companies, Merger Sub, the Target, the TL Loan Parties and other companies that may be the subject of the Transactions and such affiliates will be entitled to the benefits afforded to us hereunder.

We shall, until the earlier of (i) two (2) years from the date hereof or (ii) the initial funding of the TL Facility, treat confidentially in accordance with our customary procedures for handling confidential information, all non-public information received by us from you or your affiliates and representatives in connection with the Transactions and the financing transactions contemplated hereby; provided, however, upon the execution and delivery of the TL Facility Documentation, the provisions of the TL Facility Documentation shall govern the confidentiality matters described in this paragraph. Nothing herein shall prevent us from disclosing any such information (i) with your consent, (ii) subject to the provisions set forth in “Information” herein, to any Lenders or participants or prospective Lenders or participants, (iii) as required by the order of any court or administrative agency or in any legal, judicial or administrative proceeding where, in their reasonable judgment, disclosure is required by law or regulations (in which case such person shall promptly notify you of such disclosure to the extent permitted by law), (iv) as otherwise required by any applicable law, rule, regulation (including, without limitation, in connection with filings, submissions and any other similar documentation required or customary to comply with Securities and Exchange Commission filing requirements) or compulsory legal process, (v) upon the request or demand of any regulatory authority having jurisdiction over us or our affiliates or managed funds or otherwise in accordance with our or their regulatory practices or procedures, (vi) in connection with the proposed transactions and on a confidential basis to the shareholders, employees, directors, officers, legal counsel, Lenders, investors, independent auditors, professionals, advisors and other experts or agents of Pathlight or our affiliates or managed funds who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (vii) to any of our respective affiliates and managed funds (provided, that any such affiliate or managed fund, as applicable, is advised of its obligation to retain such information as confidential), (viii) to industry trade organizations information with respect to the TL Facility that is customary for inclusion in league table measurements, (ix) to the extent any such information (A) becomes publicly available other than by reason of a breach of the confidentiality obligations set forth in this paragraph, (B) was available to any Lender on a non-confidential basis prior to its disclosure to the Arranger by you or (C) was independently developed by the Arranger or any Lender without reliance on confidential information, (x) to rating agencies, (xi) for purposes of establishing any defense available under securities laws, including, without limitation, establishing a “due diligence” defense, (xii) to the ABL Agent or (xiii) in protecting and enforcing our rights with respect to the TL Commitment Documents.

Please note that the Arranger and its affiliates do not provide tax, accounting or legal advice.

 

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9.

Waiver of Jury Trial; Governing Law; Submission to Jurisdiction; Surviving Provisions

ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT, PROCEEDING OR CLAIM ARISING IN CONNECTION WITH OR AS A RESULT OF ANY MATTER REFERRED TO IN THIS TL COMMITMENT LETTER IS HEREBY IRREVOCABLY WAIVED BY THE PARTIES HERETO. THIS TL COMMITMENT LETTER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT (A) THE INTERPRETATION OF THE DEFINITION OF “COMPANY MATERIAL ADVERSE EFFECT” (AND WHETHER OR NOT A “COMPANY MATERIAL ADVERSE EFFECT” HAS OCCURRED), (B) THE DETERMINATION OF THE ACCURACY OF ANY SPECIFIED MERGER AGREEMENT REPRESENTATIONS AND WHETHER AS A RESULT OF ANY INACCURACY OF ANY SPECIFIED REPRESENTATION AND MERGER AGREEMENT REPRESENTATION THERE HAS BEEN A FAILURE OF A CONDITION PRECEDENT TO YOUR OBLIGATION TO CONSUMMATE THE ACQUISITION OR SUCH FAILURE GIVES YOU THE RIGHT TO TERMINATE YOUR OBLIGATIONS (OR TO REFUSE TO CONSUMMATE THE ACQUISITION) UNDER THE MERGER AGREEMENT AND (C) THE DETERMINATION OF WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE MERGER AGREEMENT SHALL, IN EACH CASE, BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISION OR RULE (WHETHER OF THE STATE OF FLORIDA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF FLORIDA, EXCEPT TO THE EXTENT THAT THE MERGER AGREEMENT PROVIDES FOR NEW YORK LAW TO APPLY TO MATTERS RELATING TO THE FINANCING SOURCES AS DEFINED THEREIN. Each of the parties hereto hereby irrevocably (i) submits, for itself and its property, to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County and (b) the United States District Court for the Southern District of New York, located in the Borough of Manhattan, and any appellate court from any such court, in any action, suit, proceeding or claim arising out of or relating to this TL Commitment Letter or the Transactions or the performance of services contemplated hereunder or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action, suit, proceeding or claim may be heard and determined in such New York State court or such Federal court, (ii) waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any action, suit, proceeding or claim arising out of or relating to this TL Commitment Letter, the Transactions or the performance of services contemplated hereunder in any such New York State or Federal court and (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit, proceeding or claim in any such court. Each of the parties hereto agrees to commence any such action, suit, proceeding or claim either in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York, New York County located in the Borough of Manhattan.

This TL Commitment Letter is issued for your benefit only and no other person or entity (other than the Indemnified Persons) may rely hereon.

The provisions of Sections 3, 4, 5, 8 and this Section 9 of this TL Commitment Letter will survive any termination or completion of the arrangements contemplated by this TL Commitment Letter including, without limitation, whether or not the TL Facility Documentation are executed and delivered and whether or not the TL Facility is made available or any Loans under the TL Facility are disbursed.

 

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10.

Fees.

As consideration for (i) the commitments of Pathlight hereunder and (ii) for the agreements of the Arranger and the Initial Lenders to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the TL Fee Letter on the dates set forth in the TL Fee Letter, if and to the extent payable. Once paid, such fees shall not be refundable except as otherwise agreed in writing by us and you or set forth herein or therein.

 

11.

Termination; Acceptance

Our commitments hereunder and our agreements to provide the services described herein will terminate (the “End Date”) upon the first to occur of (i) the consummation of the Acquisition, (ii) the termination of the definitive documentation for the Acquisition in accordance with the terms of Merger Agreement, (iii) a material breach by you or a failure of a condition of this TL Commitment Letter, (iv) the consummation of the Acquisition without the funding of the TL Facility and (v) 11:59 p.m., New York City time, on the date which is five (5) Business Days after the Termination Date (as defined in the Merger Agreement as in effect on the date hereof), unless the closing of the TL Facility has been consummated on or before such date on the terms and subject to the conditions set forth herein.

Pathlight had previously executed and delivered a commitment letter with respect to the TL Facility dated January 27, 2020, which required that it be executed and returned by Holdings and Merger Sub to Pathlight on or before 5:00 p.m. New York City time on January 29, 2020. The parties acknowledge that such letter was not executed and delivered by Holdings and Merger Sub to Pathlight by such time and therefore, such commitment letter is terminated in accordance with its terms and replaced and superseded by this TL Commitment Letter.

This TL Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this TL Commitment Letter by facsimile or other electronic transmission will be as effective as delivery of a manually executed counterpart hereof.

Please confirm that the foregoing is in accordance with your understanding by signing and returning to the Arranger the enclosed copy of this TL Commitment Letter on or before 5:00 p.m. New York City on January 31, 2020, whereupon this TL Commitment Letter will become a binding agreement between us. If not signed and returned as described in the preceding sentence by such date, together with the TL Fee Letter together with any amounts due thereunder as executed by you, this offer will terminate on such date.

[The remainder of this page is intentionally left blank.]

 

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We look forward to working with you on the TL Facility.

 

Very truly yours,
PATHLIGHT CAPITAL LP
By:   Pathlight Partners GP, LLC
  Its: General Partner
By:  

/s/ Katie Hendricks

Name:   Katie Hendricks
Title:   Managing Director


ACCEPTED AND AGREED TO AS OF
THE DATE FIRST WRITTEN ABOVE:
STRATOSPHERE MERGER SUB, INC.
By:  

/s/ Alex Wolf

Name:   Alex Wolf
Title:   President
STRATOSPHERE HOLDCO, LLC
By:  

/s/ Alex Wolf

Name:   Alex Wolf
Title:   Managing Partner


Exhibit A

Project Stratosphere

Transaction Description

Capitalized terms used but not defined in this transaction description shall have the meanings set forth in the TL Commitment Letter to which this transaction description is attached (including Exhibits B and C thereto) or, if not defined herein, in the letter agreement, dated as of the date hereof (as in effect on the date hereof and as attached hereto as Exhibit D, the “ABL Commitment Letter”), between the Company and Wells Fargo Bank, National Association (the “ABL Administrative Agent”).

The Sponsor, together with certain other investors arranged by and/or designated by the Sponsor (the “Investors”), intends to acquire, directly or indirectly, all of the outstanding shares and any other equity interests of Stein Mart, Inc., a Florida corporation (the “Target”), pursuant to the Merger Agreement (as defined below).

In connection with the foregoing, it is intended that:

 

a)

The Sponsor, directly or indirectly, establish (a) Holdings, (b) Stratosphere Intermediary I, Inc. (“Holdings I”), a Delaware corporation that is wholly owned by and a direct subsidiary of Holdings, (c) Stratosphere Intermediary II, Inc. (“Holdings II”, and together with Holdings and Holdings I, collectively, the “Parent Companies”)), a Delaware corporation that is wholly owned by and a direct subsidiary of Holdings I and (d) Merger Sub, a Delaware corporation that is wholly owned by and a direct subsidiary of Holdings II.

 

b)

The Rollover Investors (as defined in the Merger Agreement) will execute the Rollover Letters (as defined in the Merger Agreement), thereby effectuating the Rollover Investment, whereby each Rollover Investor will transfer, contribute and deliver to Holdings all of the shares of common stock of the Target (the “Common Stock”) beneficially owned, directly or indirectly, by such Rollover Investor, together with any other securities convertible or exchangeable into Common Stock, in exchange for equity securities of Holdings.

 

c)

The Sponsor and other Investors will directly or indirectly contribute to Holdings, which shall, upon receipt contribute (through one or more of its subsidiaries) to the Merger Sub, an equity investment (it being understood that the terms of such equity investment, to the extent it consists of equity securities other than common equity, will be reasonably satisfactory to the Arranger) in an aggregate amount of cash not less than the Merger Consideration payable to public shareholders of the Target under the Merger Agreement (the “Equity Contribution”).

 

d)

It is understood and agreed that pursuant to that certain Agreement and Plan of Merger (together with all exhibits, schedules, annexes and disclosure schedules thereto, collectively, the “Merger Agreement”), dated as of the date hereof, by and among Holdings, Merger Sub and Target, Holdings (directly or indirectly) will acquire 100% of the outstanding shares of capital stock and other equity interests of the Target by way of the merger of Merger Sub with and into the Target with the Target surviving such merger (the “Merger”) and public shareholders of the Target will receive cash consideration. Holdings may (prior to the Closing Date) assign all of its right, title and interest in, to and under the Merger Agreement to Holdings II (such assignment, the “Merger Agreement Assignment”).

 

e)

Concurrently with the Merger, the Target as the surviving corporation and Stein Mart Buying Corp. (the Target and Stein Mart Buying Corp., being individually a “Borrower” and collectively, the

 

Exhibit A – Page 1


  Borrowers,” and together with the Guarantors, individually, an “TL Loan Party” and collectively, the “TL Loan Parties”), will obtain senior secured credit facilities comprised of (i) a $35,000,000 senior secured term loan facility, and (ii) a $240,000,000 senior secured revolving facility (which may be in the form of a new credit facility or an amendment to, and consent granted under, the Target’s asset based credit facility) (the “ABL Facility” and, together with the TL Facility, the “Senior Secured Facilities”) pursuant to the TL Commitment Letter and the ABL Commitment Letter.

 

f)

All existing third party indebtedness for borrowed money of the Target and its subsidiaries under (i) the Existing ABL Credit Agreement, (ii) the Existing TL Credit Agreement and (iii) other such indebtedness as the parties may agree (which shall exclude letters of credit, capital leases, purchase money indebtedness and equipment financings, any indebtedness permitted to be incurred or remain outstanding under the Merger Agreement after the Closing Date, customary contingent indemnification obligations (for which no claim has been asserted as of the Closing Date) and certain other limited indebtedness that the parties mutually agree may remain outstanding after the Closing Date) will be refinanced or repaid (or in the case of the Existing ABL Credit Agreement, refinanced as contemplated by the ABL Commitment Letter) and the TL Agent shall receive reasonably satisfactory evidence of the refinancing and the discharge (or the irrevocable and unconditional (except for receipt of the stated payoff amount) making of arrangements for discharge) of all guarantees and related liens (collectively, the “Refinancing”).

 

g)

The proceeds of the Equity Contribution, together with the Rollover Investment, will be applied to pay the consideration in connection with the Acquisition and any other payments required under the Merger Agreement (the “Merger Consideration”). The proceeds of the Senior Secured Facilities funded on the Closing Date and cash on hand of the Company, if applicable, will be applied to pay (i) fees and expenses incurred in connection with the Transactions (such fees and expenses, “Transaction Costs”) and (ii) amounts required in connection with the Refinancing, with any remainder to be credited to the Borrowers’ account for general corporate purposes.

The transactions described above (including the Equity Contribution, the Rollover Investment, the Refinancing, payment of the Merger Consideration and the Transaction Costs) are collectively referred to herein as the “Transactions”.

 

Exhibit A – Page 2


Exhibit B

Agreed Changes to Existing TL Credit Agreement

 

Exhibit B – Page 1


Exhibit C

Summary of Conditions Precedent

Capitalized terms used and not otherwise defined herein have the meanings set forth in the TL Commitment Letter to which this Summary of Conditions Precedent is attached and of which it forms a part.

 

1.

Concurrent Transactions. The Acquisition shall have been consummated or will be consummated concurrently with the initial funding under the TL Facility in all material respects in accordance with the terms of the documentation relating to the Acquisition, including the Merger Agreement, as amended, supplemented, waived or otherwise modified, so long as such amendment, supplement, waiver or modification is not materially adverse to the Lenders without the consent of the Arranger; provided, that any amendment, supplement, waiver or modification to the Merger Agreement that does any of the following shall be deemed to be materially adverse to the interests of the Lenders and will require the prior written consent of the Lenders: (x) any modification to the definition of “Company Material Adverse Effect” (as defined in the Merger Agreement), any waiver of the conditions precedent set forth in the Merger Agreement regarding the absence of a “Company Material Adverse Effect” (other than any change to the amount of Excess Availability (as defined in the Existing ABL Credit Agreement, as amended pursuant to the ABL Facility Documentation) that is required in order for a Company Material Adverse Effect to not be deemed to have occurred), and any change in the representations in the Merger Agreement to eliminate (from the scope thereof) any event or condition that has otherwise resulted, or would otherwise result, in a “Company Material Adverse Effect”, (y) any reduction in the aggregate purchase price for the Acquisition by more than 10% from the aggregate purchase price set forth in the Merger Agreement approved by the Arranger as set forth above, and (z) any change to any FS Provisions (as defined in the Merger Agreement) without the consent of the Arranger. The assignment by Holdings of its rights under the Merger Agreement to Holdings II shall not be deemed to be an amendment requiring the consent of the Arranger, so long as the terms and conditions of such assignment are acceptable to the Arranger.

 

2.

Rollover Investment. The Rollover Investment shall have been received (or, substantially concurrently with the execution of the TL Facility, shall be received) by Holdings in accordance with the Rollover Letters, which shall be on terms reasonably satisfactory to the TL Agent, and Holdings shall have received executed Rollover Letters, thereby effectuating the Rollover Investment.

 

3.

Equity Contribution. The Equity Contribution shall have been (or, substantially concurrently with the execution of the TL Facility Documentation, shall be funded) and Holdings shall have received net proceeds in connection therewith of not less than the amount of the Merger Consideration required to be paid under the merger Agreement, such amounts shall have been contributed by Holdings to Holdings I and by Holdings I to Holdings II and the proceeds of the Equity Contribution shall have been used to pay all of the cash portion of the Merger Consideration for the Acquisition.

 

4.

ABL Facility. The ABL Facility shall have been or, substantially concurrently with the execution of the TL Facility shall be, closed. Documentation for the ABL Facility shall be consistent with the ABL Commitment Letter (including the Documentation Principles set forth therein) and otherwise reasonably satisfactory to the TL Agent; provided, that, such documentation shall contain no affirmative, negative or financial covenants or events of default that are more restrictive in any material respect than the affirmative, negative or financial covenants and events of default contained in TL Facility Documentation. The TL Agent shall have a received a certified copy of

 

Exhibit C – Page 1


  all agreements and instruments executed by any TL Loan Party, the ABL Administrative Agent, and any other parties party thereto in connection with the ABL Facility and delivered on the Closing Date, which shall be in full force and effect.

 

5.

Refinancing. The Refinancing shall have been consummated, or substantially concurrently with the initial borrowings under the Senior Secured Facilities, shall be consummated.

 

6.

Company Material Adverse Effect. Since the date of the Merger Agreement, a Company Material Adverse Effect shall not have occurred.

 

7.

Definitive Documents; Customary Closing Conditions. Subject to the Documentation Principles described below, the negotiation, execution and delivery of appropriate definitive loan documents with respect to the TL Facility, which shall be negotiated by the parties hereto in good faith in a manner consistent with this TL Commitment Letter, together with other terms and provisions mutually agreed to be reasonable and customary for transactions of this type (collectively, the “TL Facility Documentation”). The TL Loan Parties shall have provided or caused to be provided to Pathlight: (a) customary legal opinions (which shall be reasonably acceptable to the TL Agent); (b) customary evidence of authority from each TL Loan Party; (c) customary closing certificates and officer’s certificates from each TL Loan Party; (d) good standing certificates (to the extent applicable) in the respective jurisdictions of organization of each TL Loan Party; (e) confirmation of repayment of all existing debt and other scheduled debt existing on the Closing Date, subject to reasonably satisfactory payoff letters; (f) subject to the Certain Funds Provision, perfection of liens, pledges, and mortgages on the collateral to secure the TL Facility free and clear of all liens, subject to customary exceptions to be mutually agreed upon (and subject to the Certain Funds Provisions); (g) the results of customary lien, judgment, litigation and bankruptcy searches (in each case dated as of a date reasonably satisfactory to the TL Agent); (h) the Intercreditor Agreement; (i) a solvency certificate from the chief financial officer of each TL Loan Party in the form attached hereto as Annex I; (j) evidence of insurance coverage including certificates naming the TL Agent as additional insured and lender’s loss payee to casualty and business interruption insurance or equivalent applicable in the relevant jurisdiction; (k) current borrowing base certificate dated as of the Closing Date (or such other date agreed to by the TL Agent); (l) a customary borrowing request (subject to the Certain Funds Provision); and (m) at least five (5) business days prior to the Closing Date, to the extent requested at least ten (10) days prior to the Closing Date, all documentation and other information required by a Lender under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; provided, that, so long as you provide us with copies of all documentation and other information requested by the ABL Administrative Agent under the Patriot Act, you will be deemed to have complied with your obligations under this paragraph.

 

8.

Documentation Principles. The TL Facility Documentation shall be substantially consistent with the Existing TL Credit Agreement and other related documents or as otherwise mutually agreed, (in each case, giving effect to the Agreed Modifications and any applicable modification consistent with the ABL Facility as agreed to by the Arranger), other modifications giving due regard to the operational and strategic requirements of the Borrowers and their respective subsidiaries in light of their consolidated capital structure, size, industry and practices (including, without limitation, the leverage profile, projected free cash flow generation of the Borrowers, their respective subsidiaries and regulatory profile and the “taking private” of Target), including the applicable Parent Companies as Guarantors and the TL Loan Parties, the nature of the collateral, reporting and other systems of the TL Loan Parties, excess availability, the proposed business plan, updates for administrative and operational practices and procedures of the TL Agent, and changes in law or accounting standards, including customary provisions relating to the divisions of companies, and

 

Exhibit C – Page 2


  reasonable administrative agency and operational requirements of the TL Agent, in each case, after giving effect to the Transactions and in any event (a) will not be subject to any conditions to the availability and initial funding of the TL Facility on the Closing Date other than as set forth herein and (b) will contain only the mandatory prepayments, representations, warranties, covenants and events of default expressly set forth in the Existing Credit Agreement (giving effect to the Agreed Modifications and any applicable modification consistent with the ABL Facility as agreed to by the Arranger) and the other related documents, together with other customary loan document provisions and with standards, qualifications, thresholds, exceptions for materiality or otherwise and “baskets,” grace and cure periods, in each case to the extent not provided herein to be mutually agreed by the Borrowers and the Lenders, consistent with these documentation principles (the “TL Documentation Principles”), the definitive terms of which will be negotiated in good faith to finalize the TL Facility Documentation, giving effect to the Certain Funds Provisions, as promptly as practicable after the acceptance of the TL Commitment Letter to the extent feasible to facilitate a closing prior to the termination of the Merger Agreement. The intercreditor agreement to be entered into with the ABL Administrative Agent at Closing (the “Intercreditor Agreement”) will be on terms substantially consistent with the Intercreditor Agreement, dated March 14, 2018, between Wells Fargo as ABL Agent and Gordon Brothers Finance Company as Term Agent.

 

9.

Minimum Excess Availability. The borrowing base certificate received by the TL Agent on the Closing Date shall demonstrate (after giving effect to the Transactions and all loans and extensions of credit to be made on the Closing Date) excess availability under the ABL Facility of not less than thirty-five percent (35%) of the borrowing base under the ABL Facility Documentation.

 

10.

Financial Statements. The TL Administrative Agent shall have received the interim unaudited balance sheet of Target and the related unaudited statements of operations, shareholders’ equity and cash flows for each fiscal month that is at least 45 days prior to the Closing Date.

 

11.

Collateral Reports. The Arranger shall have received a commercial finance examination with respect to the Borrower and the Guarantors and an inventory appraisal and FF&E appraisal with respect to assets to be included in the borrowing base.

 

12.

Fees and Expenses. All reasonable costs, fees, expenses (including, without limitation, reasonable legal fees and expenses) and other compensation contemplated by the TL Commitment Documents payable to the TL Agent or the Lenders shall have been paid and in the case of such costs and expenses to the extent invoiced at least one business day prior to the Closing Date (but not the fees payable to the TL Agent or any Lender provided for in the TL Fee Letter, which shall not require an invoice) and you shall have caused the TL Loan Parties to become liable in all respects with all of your obligations under the TL Commitment Documents, effective upon the consummation of the Acquisition on the Closing Date.

 

13.

Representations and Warranties. The Specified Representations and the Specified Merger Agreement Representations shall be true and correct in all material respects, unless qualified by materiality or Company Material Adverse Effect or words of similar import, in which case such representations shall be true and correct in all respects.

 

Exhibit C – Page 3


Annex I

Form of Solvency Certificate

This Solvency Certificate (this “Certificate”) is delivered pursuant to Section [    ] of the Credit Agreement, dated as of the date hereof among [                    ], a [            ] (the “Company”) and [                    ], a [        ] (“Holdings”), [            ], as the Administrative Agent and the other Lenders parties thereto. Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement.

I, [            ], solely in my capacity as the [Chief Financial Officer] of the Company, do hereby certify on behalf of the Company that as of the date hereof, after giving effect to the consummation of the Transactions contemplated by the Credit Agreement:

1.    The sum of the debt (including contingent liabilities) of Holdings and its subsidiaries, on a consolidated basis, does not exceed the present fair saleable value (calculated on a going concern basis) or the fair value of the present assets of Holdings and its subsidiaries on a consolidated basis.

2.     The capital of Holdings and its subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as operated or otherwise as contemplated on the date hereof.

3.     Holdings and its subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due in the ordinary course of business.

4.     For purposes of this Certificate, the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability.

5.    In reaching the conclusions set forth in this Certificate, I have made such other investigations and inquiries as I have deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by Holdings and the subsidiaries after the consummation of the Transactions contemplated by the Credit Agreement.

[Remainder of this page intentionally left blank.]

 

Annex I – Page 1


IN WITNESS WHEREOF, I HAVE EXECUTED THIS Certificate as of the date first written above.

 

[    ]
By:  

 

Name:   [            ]
Title:   [Chief Financial Officer]

 

Annex I – Page 2


Exhibit D

ABL Commitment Letter

[attached]

 

Exhibit D – Page 1

Exhibit 99 (b) (2)

Execution

Wells Fargo Bank, National Association

125 High Street, Suite 1100

Boston, Massachusetts 02110

CONFIDENTIAL

January 30, 2020

Stratosphere Holdco, LLC

c/o Kingswood Capital Management, LP

11777 San Vicente Blvd., Suite 650

Los Angeles, CA 90049

Attn: Mr. Alex Wolf, Managing Partner

Project Stratosphere

$240,000,000 Senior Secured Asset Based Facility

Commitment Letter

Ladies and Gentlemen:

You have advised Wells Fargo Bank, National Association (“Wells Fargo”, “we” or “us”) that a newly created entity, Stratosphere Holdco, LLC, a Delaware limited liability company (“Holdings” or “you”), formed at the direction of Kingswood Capital Management, LP and its affiliates (collectively, the “Sponsor”), intends to acquire (the “Acquisition”), directly or indirectly, all of the outstanding shares and any other equity interests of Stein Mart, Inc., a Florida corporation (the “Target”), pursuant to the Merger Agreement whereby Stratosphere Merger Sub, Inc., a Florida corporation and wholly-owned subsidiary of Holdings (“Merger Sub”), will merge with and into the Target as more fully described in the Transaction Summary attached hereto as Exhibit A (the “Transaction Description”). You have further advised us that, in connection with the foregoing, you intend to consummate the other Transactions described in the Transaction Description. Capitalized terms used but not defined herein shall have the meanings assigned to them in the (i) Transaction Description, (ii) that certain Second Amended and Restated Credit Agreement, dated as of February 3, 2015 (as amended from time to time prior to the date hereof, the “Existing ABL Credit Agreement”), by and among the Target, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto and Wells Fargo, as administrative agent, (iii) the Agreed Changes to the Existing ABL Credit Agreement attached hereto as Exhibit B (the “Agreed Modifications”), or (iv) the Summary of Conditions Precedent attached hereto as Exhibit C (the “Summary of Conditions Precedent”; this ABL Commitment Letter, the Transaction Description, the Agreed Modifications and the Summary of Conditions Precedent, collectively, this “ABL Commitment Letter”).

 

1.

Commitments and Agency Roles; Fees

You hereby appoint Wells Fargo to act as sole and exclusive administrative agent (in such capacity, the “ABL Administrative Agent”) and arranger (in such capacity, the “Arranger”) for the senior secured asset based facility contemplated herein (the “ABL Facility”). Wells Fargo is pleased to advise you of its commitment to provide to the Borrowers with 100% of the commitment amount of the ABL Facility, on the terms set forth in this ABL Commitment Letter, with the occurrence of the Closing Date and initial funding thereunder to be subject solely to the conditions identified in the Summary of Conditions


Precedent (subject to the Certain Funds Provisions). You agree that no other titles will be awarded and, except as set forth in the fee letter between Wells Fargo and you (the “ABL Fee Letter”) and in the ABL Facility Documentation, no compensation will be paid in connection with the ABL Facility unless you and we shall so agree in writing.

As consideration for the commitment of Wells Fargo and the agreements of the Arranger and the ABL Administrative Agent to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the ABL Fee Letter and the ABL Facility Documentation, if and to the extent payable. Once paid, such fees shall not be refundable except as otherwise agreed in writing by us and you.

 

2.

Conditions Precedent

The availability of the ABL Facility on the Closing Date is subject solely to the conditions set forth in the Summary of Conditions Precedent (the date on which each of such conditions is satisfied or waived, the “Closing Date”). Notwithstanding anything in this ABL Commitment Letter, the ABL Facility Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions contemplated hereby to the contrary, (a) the only representations the accuracy of which shall be a condition to the availability of the ABL Facility on the Closing Date shall be (i) the representations made by or with respect to the Target or its subsidiaries in the Merger Agreement in connection with the Acquisition as are material to the interests of the Lenders, but only to the extent that (x) you or any of your affiliates have the right to terminate your or their obligations under the Merger Agreement or not to consummate the Acquisition as a result of a breach of such representations in the Merger Agreement or (y) the breach of such representation results in a failure of a condition precedent to your (or your affiliates’) obligations to consummate the Acquisition (to such extent, the “Specified Merger Agreement Representations”) and (ii) the Specified Representations (as defined below), and (b) the terms of the ABL Facility Documentation shall be consistent with the Certain Funds Provisions and shall be in a form such that they do not impair the availability of the ABL Facility on the Closing Date if the conditions set forth in the Summary of Conditions Precedent are satisfied or waived by the Arranger (it being understood that, to the extent any security interest in or with respect to any collateral is not or cannot be perfected on or before the Closing Date (other than (i) the perfection of security interests in assets with respect to which a lien may be perfected by the filing of a UCC financing statement, (ii) the perfection of security interests in federally registered intellectual property with respect to which a lien may be perfected by the filing of an intellectual property security agreement with the United States Patent and Trademark Office and (iii) the perfection of security interests in capital stock and other certificated equity securities with respect to which a lien may be perfected by the delivery of a stock or other certificate, together with a stock power or other applicable assignment separate from certificate duly executed in blank to the extent possession of such certificates perfects a security interest therein (provided, that certificates and related stock powers of any of the Target entities will be required to be delivered to the TL Agent on the Closing Date, subject to the Intercreditor Agreement, only to the extent received from such Target entity after your use of commercially reasonable efforts to obtain such certificates on or prior to the Closing Date, and if any such stock certificates are not delivered on the Closing Date, then such stock certificates and accompanying stock powers will be required to be delivered to the TL Agent within five (5) business days following the Closing Date (or such longer period as may be agreed by the ABL Administrative Agent)) after your use of commercially reasonable efforts to do so, then the perfection of a security interest in such collateral shall not constitute a condition precedent to the availability of the ABL Facility on the Closing Date, but instead shall be required to be perfected after the Closing Date pursuant to arrangements and timing to be mutually agreed by the ABL Administrative Agent and the Borrowers acting reasonably (and, in any event, within 90 days after the Closing Date in the case of any deposit account control agreement or securities account control agreement and 60 days after the Closing Date in all other cases (or such longer period as may be agreed by the ABL Administrative Agent in its reasonable discretion)). For purposes hereof, “Specified Representations” means the representations and

 

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warranties of the ABL Loan Parties in the ABL Facility Documentation (after giving effect to the Acquisition) relating to organization; requisite power and authority; organizational existence of the ABL Loan Parties; due authorization, execution, delivery and enforceability, in each case, related to the entering into and performance of the ABL Facility Documentation by the ABL Loan Parties; no conflicts by the ABL Facility Documentation with the ABL Loan Parties’ organizational documents, applicable law or any order, judgment, or decree of any court or other governmental authority binding on any ABL Loan Party or its subsidiaries; receipt of governmental approvals; Federal Reserve margin regulations; the Investment Company Act; the PATRIOT Act; use of proceeds not violating anti-terrorism laws and money laundering activities and laws applicable to sanctioned persons or entities; subject to the limitations set forth in the preceding sentence, creation, effectiveness, validity and perfection of first priority liens under the security documents (subject, as to priority, to specified customary permitted liens under the ABL Facility Documentation and in the case of Term Loan Priority Collateral, second priority liens to the extent provided in the Intercreditor Agreement); and solvency of the ABL Loan Parties on a consolidated basis on the Closing Date after giving effect to the Transactions. Notwithstanding anything to the contrary contained herein, to the extent that any of the Specified Merger Agreement Representations are qualified or subject to “material adverse effect”, the definition thereof shall be “Company Material Adverse Effect”, as defined in the Summary of Conditions Precedent, for purposes of any representations and warranties made or to be made on, or as of, the Closing Date. This paragraph, and the provisions herein, shall be referred to as the “Certain Funds Provision”.

 

3.

Information

You represent, warrant and covenant (with respect to any information relating to the Target, to the best of your knowledge) that (i) all information (other than general market and industry information, Projection Materials and similar forward-looking information) that has been or will be made available to the ABL Administrative Agent, the Lenders or any of their respective affiliates directly or indirectly by or on behalf of you, any other Parent Company, Merger Sub, the Target, the Sponsor or any of their respective affiliates in connection with the Transactions is, when taken as a whole after giving effect to all supplements and updates provided thereto, and will be, when taken as a whole, complete and correct in all material respects and does not and will not, when furnished, supplemented or updated, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances under which such statements are made and (ii) the projections and other forward looking information that have been or will be made available directly or indirectly to the ABL Administrative Agent, the Lenders or any of their respective affiliates by or on behalf of you, any other Parent Company, Merger Sub, the Target, the Sponsor or any of their respective affiliates (collectively, the “Projection Materials”) have been and will be prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable when made and when made available to the ABL Administrative Agent, the Lenders and their respective affiliates (it being recognized that (x) the Projection Materials are merely a prediction as to future events, are provided in good faith and are based on assumptions not to be viewed as facts, (y) the Projection Materials are subject to significant uncertainties and contingencies, many of which are beyond the control of you, the other Parent Companies, Merger Sub, the Sponsor, and/or the Target, and (z) no assurance can be given that any particular Projection Materials will be realized and that actual results during the period or periods covered by such projections may vary from the projected results and such differences may be material). You agree that if at any time prior to the Closing Date you become aware that any of the representations in the preceding sentence would be incorrect in any material respect if made at such time, then you will (or, with respect to information or projections relating to the Target, its subsidiaries or their respective operations or assets, use your commercially reasonable efforts to cause the Target to) promptly supplement, or cause to be supplemented, the information and projections so that such representations will be correct in all material respects, when taken as a whole, in light of the circumstances in which statements are made. The accuracy of the foregoing representations, whether or not supplemented, shall

 

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not be a condition to our obligations hereunder unless the inaccuracy results in an express condition hereunder otherwise not having been satisfied. You understand that in providing our services pursuant to this ABL Commitment Letter, we may use and rely on the information and projections without independent verification thereof.

 

4.

Indemnification; Expense Reimbursement

To induce us to enter into this ABL Commitment Letter and the ABL Fee Letter and to proceed with the ABL Facility Documentation, you hereby agree to indemnify, defend and hold harmless the Arranger, the ABL Administrative Agent, each Lender (including, in any event, Wells Fargo) and their respective affiliates and each partner, member, trustee, shareholder, director, officer, employee, advisor, representative, agent, attorney and controlling person thereof (each of the above, an “Indemnified Person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities, costs or expenses (limited in the case of legal fees and expenses, as set forth below), joint or several, of any kind or nature whether or not brought or threatened by you, any other Parent Company, Merger Sub, the Target, the Sponsor, any of the ABL Loan Parties, any of their respective affiliates or any other person or entity and which may be incurred by or asserted against or involve any Indemnified Person (whether or not any Indemnified Person is a party to such action, suit, proceeding or claim) as a result of or arising out of or in any way related to or resulting from the Acquisition, this ABL Commitment Letter, the ABL Fee Letter, the ABL Facility, the Transactions or any related transaction contemplated hereby or thereby or any use or intended use of any proceeds of the ABL Facility (it being agreed that you shall not be liable for legal fees and expenses of more than one law firm, on behalf of the Indemnified Persons, taken as a whole, as well as any necessary local or special counsel, as the case may be and solely in the event of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, by such other one firm of counsel for such affected Indemnified Person, as well as any necessary local or special counsel); provided, that you will not have to indemnify an Indemnified Person against any claim, loss, damage, liability or expense to the extent the same resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnified Person (to the extent determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) a material breach by such Indemnified Person of its obligations under this ABL Commitment Letter as determined by a court of competent jurisdiction in a final and non-appealable judgment or (z) a dispute solely among Indemnified Persons (other than a claim against Wells Fargo solely in its capacity as ABL Administrative Agent or Arranger or any other similar role in connection with this ABL Commitment Letter, the ABL Facility, the Transactions or any related transactions contemplated hereby or thereby or any use or intended use of the proceeds of the ABL Facility) not arising out of any act or omission on the part of you, any other Parent Company, Merger Sub or your or its affiliates).

Notwithstanding any other provision of this ABL Commitment Letter, no Indemnified Person will be responsible or liable to you or any other person or entity for damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems and no Indemnified Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with the Acquisition, this ABL Commitment Letter, the ABL Fee Letter, the ABL Facility, the Transactions or any related transaction contemplated hereby or thereby.

In consideration of the issuance of this ABL Commitment Letter by Wells Fargo, you hereby agree to reimburse Wells Fargo from time to time upon demand for all reasonable, documented, out-of-pocket costs and expenses of Wells Fargo (it being understood that you shall not be liable for legal fees and expenses of more than one law firm, on behalf of Wells Fargo and the Lenders, as well as any local or special counsel, as the case may be, determined to be necessary by Wells Fargo), including, without limitation, in connection with financial, accounting, business, legal and other due diligence, search and filing fees, any consulting engagements and legal documentation associated with the ABL Facility, regardless of whether the Transactions are consummated.

 

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Your indemnity and reimbursement obligations under this Section 4 will be in addition to any liability which you may otherwise have and will be binding upon and inure to the benefit of the successors, assigns, heirs and personal representatives of you and the Indemnified Persons.

 

5.

Exclusivity

From the date hereof until the earliest of: (a) the mutual written agreement of the parties hereto not to pursue the execution of the ABL Facility Documentation; (b) the consummation of the ABL Facility Documentation in accordance with the terms hereof; and (c) the End Date (as defined below), you (i) shall not, and shall cause your affiliates, agents, representatives, counsel, consultants and advisors and any other person acting on your or their behalf not to, other than pursuant to this ABL Commitment Letter, directly or indirectly solicit, participate in any negotiations or discussions with or provide or afford access to information to any third party with respect to, or otherwise facilitate, encourage or accept any offers for or otherwise affect the ABL Facility or any alternative debt financing arrangements in connection with the Transactions (other than the Rollover Investment (as defined in the Merger Agreement) and the TL Facility) that would have the effect of replacing the capital required to finance the Transactions or similar transactions, and (ii) shall terminate or have terminated prior to the date hereof, and shall cause your affiliates, agents, representatives, counsel, consultants and advisors and any other person acting on your or their behalf to terminate, any agreement or arrangement related to the foregoing to which you or your affiliates are parties, as well as any activities and discussions related to the foregoing as may be continuing on the date hereof with any party other than us and our representatives.

 

6.

Assignments

This ABL Commitment Letter may not be assigned by you or us without the prior written consent of the other party (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person (including your equity holders, employees or creditors) other than the parties hereto (and any Indemnified Person). This ABL Commitment Letter may not be amended or any term or provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto.

Notwithstanding the foregoing, Wells Fargo shall have the ability to assign, prior to the Closing Date, all or any portion of its commitments and agreements hereunder to any of its affiliates; provided, that, (i) no assignment shall reallocate, reduce or release Wells Fargo’s obligation to make available its entire commitment hereunder should any such affiliate or Lender fail to do so on the Closing Date, (ii) no assignment shall be made to any Disqualified Institution and (iii) Wells Fargo shall maintain exclusive control over all rights and obligations with respect to its commitment in respect of the ABL Facility, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred. Any assignment that is made in accordance with this paragraph shall be referred to as a “Permitted Assignment.”

Disqualified Institution” means (a) an entity designated by the Sponsor, by written notice delivered to the Arranger on or prior to the date of this ABL Commitment Letter, as a disqualified institution, (b) any other entity designated by the Sponsor, by written notice delivered to ABL Administrative Agent from time to time, that is an operating company engaged in similar business operations as the Target or its respective subsidiaries which is a competitor of the Target or (c) any entity that is reasonably identifiable, solely on the basis of such entity’s name, as an affiliate of any entity referred to in clauses (a) or (b) above or are identified as such in writing by or on behalf of the Sponsor; provided, however, that (i) in no event

 

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shall any bona fide debt fund, investment vehicle, regulated banking entity or non-regulated lending entity that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans or bonds and/or similar extensions of credit in the ordinary course of business be a Disqualified Institution unless such entity is identified under clause (a) above and (ii) no such designation shall apply to retroactively disqualify any entity who previously acquired, and continues to hold, any loans commitments or participations in respect of the ABL Facility. Notwithstanding the foregoing, ABL Administrative Agent shall not have any responsibility or obligation to determine whether any Lender or potential Lender is a Disqualified Institution and the ABL Administrative Agent shall not have any liability with respect to any assignment made to a Disqualified Institution.

 

7.

USA PATRIOT Act Notification

The Arranger notifies you, each other Parent Company and the ABL Loan Parties that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (as amended, supplemented or modified from time to time, the “Patriot Act”), the ABL Administrative Agent and each Lender may be required to obtain, verify and record information that identifies you, each other Parent Company, Merger Sub, the ABL Loan Parties, and their equity owners, including the name, address and tax identification number of each such person and other information that will allow the ABL Administrative Agent and each Lender to identify you, each other Parent Company and the ABL Loan Parties in accordance with the Patriot Act, Proceeds of Crime Act and other applicable “know your customer” and anti-money laundering domestic and foreign rules and regulations. This notice is given in accordance with the requirements of the Patriot Act and the Proceeds of Crime Act and is effective for the ABL Administrative Agent and each Lender. You agree to provide the ABL Administrative Agent and each Lender, prior to the Closing Date, with all documentation and other information required by ABL Administrative Agent or such Lender under “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the Proceeds of Crime Act.

 

8.

Confidentiality; Sharing Information; Affiliate Activities; Absence of Fiduciary Relationship

Please note that this ABL Commitment Letter (including the terms and substance of the ABL Commitment Letter) and any other written communications provided by the Arranger or any of its affiliates in connection with the Transactions are exclusively for the information of your board of directors (or equivalent governing body) and senior management and may not be disclosed to any other person or entity or circulated or referred to publicly without our prior written consent except, after providing written notice to the Arranger and with appropriate redactions as requested by the Arranger; provided that we hereby consent to your disclosure of (i) this ABL Commitment Letter and such communications to your and the Sponsor’s respective officers, directors, agents and advisors who are directly involved in the consideration of the ABL Facility to the extent you notify such persons of their obligation to keep this ABL Commitment Letter and such communications confidential and such persons agree to hold the same in confidence, (ii) with our prior consent, (iii) this ABL Commitment Letter and the contents hereof to the extent required by applicable law, rule or regulation, governmental or regulatory authority, subpoena or other compulsory legal process in each case based on the reasonable advice of your legal counsel (in which case, you agree, to the extent practicable and not prohibited by law, to inform us promptly thereof prior to disclosure) and (iv) this ABL Commitment Letter and the contents hereof in connection with the exercise of any remedy or enforcement of any rights hereunder or thereunder.

You acknowledge that some or all of the Arranger, its affiliates and funds that are advised by the Arranger are full service securities firms and as such may from time to time effect transactions, for their own account or the account of customers, and may hold positions in securities or indebtedness, or options thereon, of the Sponsor, the ABL Loan Parties and other companies that may be the subject of the Transactions. The Arranger and its affiliates will have economic interests that are different from or

 

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conflict with those of you, the other Parent Companies, Merger Sub, the Sponsor and the ABL Loan Parties regarding the transactions contemplated hereby, and you acknowledge and agree that the Arranger and its affiliates have no obligation to disclose such interests to you. You further acknowledge and agree that nothing in this ABL Commitment Letter or the nature of our services or in any prior relationship will be deemed to create an advisory, fiduciary or agency relationship between us, on the one hand, and you, the other Parent Companies, Merger Sub, your or its equity holders or your or its affiliates, on the other hand, and you, the other Parent Companies, Merger Sub, the ABL Loan Parties, your or their equity holders or your or their affiliates waive, to the fullest extent permitted by law, any claims you, Merger Sub, your or its equity holders or your or its affiliates may have against the Arranger and its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Arranger and its affiliates will have no liability (whether direct or indirect) to you, the other Parent Companies, Merger Sub, the ABL Loan Parties, your or their equity holders or your or their affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including your equity holders, employees or creditors. You acknowledge that the Transactions (including the exercise of rights and remedies hereunder) are arm’s-length commercial transactions and that we are acting as principal and in our own best interests. You are relying on your own experts and advisors to determine whether the Transactions are in your best interests and are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated hereby. In addition, you acknowledge that we may employ the services of our affiliates in providing certain services hereunder and may exchange with such affiliates information concerning you, the other Parent Companies, Merger Sub, the Target, the ABL Loan Parties and other companies that may be the subject of the Transactions and such affiliates will be entitled to the benefits afforded to us hereunder.

We shall, until the earlier of (i) two (2) years from the date hereof or (ii) the initial funding of the ABL Facility, treat confidentially in accordance with our customary procedures for handling confidential information, all non-public information received by us from you or your affiliates and representatives in connection with the Transactions and the financing transactions contemplated hereby; provided, that, upon the execution and delivery of the ABL Facility Documentation, the provisions of the ABL Facility Documentation shall govern the confidentiality matters described in this paragraph. Nothing herein shall prevent us from disclosing any such information (i) with your consent, (ii) subject to the provisions set forth in “Information” herein, to any Lenders or participants or prospective Lenders or participants, (iii) as required by the order of any court or administrative agency or in any legal, judicial or administrative proceeding where, in their reasonable judgment, disclosure is required by law or regulations (in which case such person shall promptly notify you of such disclosure to the extent permitted by law), (iv) as otherwise required by any applicable law, rule, regulation (including, without limitation, in connection with filings, submissions and any other similar documentation required or customary to comply with Securities and Exchange Commission filing requirements) or compulsory legal process, (v) upon the request or demand of any regulatory authority having jurisdiction over us or our affiliates or managed funds or otherwise in accordance with our or their regulatory practices or procedures, (vi) in connection with the proposed transactions and on a confidential basis to the shareholders, employees, directors, officers, legal counsel, Lenders, investors, independent auditors, professionals, advisors and other experts or agents of Wells Fargo or our affiliates or managed funds who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (vii) to any of our respective affiliates and managed funds (provided, that any such affiliate or managed fund, as applicable, is advised of its obligation to retain such information as confidential), (viii) to industry trade organizations information with respect to the ABL Facility that is customary for inclusion in league table measurements, (ix) to the extent any such information (A) becomes publicly available other than by reason of a breach of the confidentiality obligations set forth in this paragraph, (B) was available to any Lender on a non-confidential basis prior to its disclosure to the Arranger by you or (C) was independently developed by the Arranger or any Lender without reliance on confidential information, (x) to rating agencies, (xi) for purposes of establishing any defense available under securities

 

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laws, including, without limitation, establishing a “due diligence” defense or (xii) in protecting and enforcing our rights with respect to this ABL Commitment Letter. Nothing in this Section 8 shall apply to any information received by Wells Fargo or its affiliates pursuant to its relationship as an agent, lender, issuing bank, or bank product provider, as the case may be, under or related to the Existing ABL Credit Agreement (which information will be subject to the applicable terms of such agreement) except to the extent that Wells Fargo has actual knowledge that such information was prepared by you or the Sponsor, was provided by you or the Sponsor to the Target and by the Target to Wells Fargo.

Please note that the Arranger and its affiliates do not provide tax, accounting or legal advice.

 

9.

Waiver of Jury Trial; Governing Law; Submission to Jurisdiction; Surviving Provisions

ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT, PROCEEDING OR CLAIM ARISING IN CONNECTION WITH OR AS A RESULT OF ANY MATTER REFERRED TO IN THIS ABL COMMITMENT LETTER IS HEREBY IRREVOCABLY WAIVED BY THE PARTIES HERETO. THIS ABL COMMITMENT LETTER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT (A) THE INTERPRETATION OF THE DEFINITION OF COMPANY MATERIAL ADVERSE EFFECT (AND WHETHER OR NOT A COMPANY MATERIAL ADVERSE EFFECT HAS OCCURRED), (B) THE DETERMINATION OF THE ACCURACY OF ANY SPECIFIED MERGER AGREEMENT REPRESENTATIONS AND WHETHER AS A RESULT OF ANY INACCURACY OF ANY SPECIFIED REPRESENTATION AND MERGER AGREEMENT REPRESENTATION THERE HAS BEEN A FAILURE OF A CONDITION PRECEDENT TO YOUR OBLIGATION TO CONSUMMATE THE ACQUISITION OR SUCH FAILURE GIVES YOU THE RIGHT TO TERMINATE YOUR OBLIGATIONS (OR TO REFUSE TO CONSUMMATE THE ACQUISITION) UNDER THE MERGER AGREEMENT AND (C) THE DETERMINATION OF WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE MERGER AGREEMENT SHALL, IN EACH CASE, BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISION OR RULE (WHETHER OF THE STATE OF FLORIDA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF FLORIDA, EXCEPT TO THE EXTENT THAT THE MERGER AGREEMENT PROVIDES FOR NEW YORK LAW TO APPLY TO MATTERS RELATING TO THE FINANCING SOURCES AS DEFINED THEREIN. Each of the parties hereto hereby irrevocably (i) submits, for itself and its property, to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County and (b) the United States District Court for the Southern District of New York, located in the Borough of Manhattan, and any appellate court from any such court, in any action, suit, proceeding or claim arising out of or relating to this ABL Commitment Letter or the Transactions or the performance of services contemplated hereunder or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action, suit, proceeding or claim may be heard and determined in such New York State court or such Federal court, (ii) waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any action, suit, proceeding or claim arising out of or relating to this ABL Commitment Letter, the Transactions or the performance of services contemplated hereunder in any such New York State or Federal court and (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit, proceeding or claim in any such court. Each of the parties hereto agrees to commence any such action, suit, proceeding or claim either in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York, New York County located in the Borough of Manhattan.

 

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This ABL Commitment Letter is issued for your benefit only and no other person or entity (other than the Indemnified Persons) may rely hereon.

The provisions of Sections 3, 4, 5, 8 and this Section 9 of this ABL Commitment Letter will survive any termination or completion of the arrangements contemplated by this ABL Commitment Letter including, without limitation, whether or not the ABL Facility Documentation are executed and delivered and whether or not the ABL Facility is made available or any Loans under the ABL Facility are disbursed.

 

10.

Termination; Acceptance

Our commitments hereunder and our agreements to provide the services described herein will terminate (the “End Date”) upon the first to occur of (i) the consummation of the Acquisition, (ii) the termination of the definitive documentation for the Acquisition in accordance with the terms of Merger Agreement, (iii) a material breach by you or a failure of a condition of this ABL Commitment Letter, (iv) the consummation of the Acquisition without the funding of the ABL Facility and (v) 11:59 p.m., New York City time, on the date which is five (5) Business Days after the Termination Date (as defined in the Merger Agreement as in effect on the date hereof), unless the closing of the ABL Facility has been consummated on or before such date on the terms and subject to the conditions set forth herein.

Wells Fargo had previously executed and delivered a commitment letter with respect to the ABL Facility dated January 27, 2020, which required that it be executed and returned by Holdings to Wells Fargo on or before 5:00 pm New York City time on January 29, 2020. The parties acknowledge that such letter was not executed and delivered by Holdings to Wells Fargo by such time and therefore such commitment letter is terminated in accordance with its terms and replaced and superseded by this ABL Commitment Letter.

This ABL Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this ABL Commitment Letter by facsimile or other electronic transmission will be as effective as delivery of a manually executed counterpart hereof.

Please confirm that the foregoing is in accordance with your understanding by signing and returning to the Arranger the enclosed copy of this ABL Commitment Letter on or before 5:00 p.m. New York City time on January 31, 2020, whereupon this ABL Commitment Letter will become a binding agreement between us. If not signed and returned as described in the preceding sentence by such date, together with the ABL Fee Letter as executed by you, this offer will terminate on such date.

[The remainder of this page is intentionally left blank.]

 

9


We look forward to working with you on the ABL Facility.

 

Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:  

/s/ William Chan

Name:   William Chan
Title:   Director


ACCEPTED AND AGREED TO AS OF
THE DATE FIRST WRITTEN ABOVE:
STRATOSPHERE HOLDCO LLC
By:  

/s/ Alex Wolf

Name:   Alex Wolf
Title:   Managing Partner
STRATOSPHERE MERGER SUB, INC.
By:  

/s/ Alex Wolf

Name:   Alex Wolf
Title:   President


Exhibit A

Project Stratosphere

Transaction Description

Capitalized terms used but not defined in this transaction description shall have the meanings set forth in the ABL Commitment Letter to which this transaction description is attached (including Exhibits B and C thereto).

The Sponsor, together with certain other investors arranged by and/or designated by the Sponsor (the “Investors”), intends to acquire, directly or indirectly, all of the outstanding shares and any other equity interests of Stein Mart, Inc., a Florida corporation (the “Target”), pursuant to the Merger Agreement (as defined below).

In connection with the foregoing, it is intended that:

 

(a)

The Sponsor, directly or indirectly, establish (i) Holdings, (ii) Stratosphere Intermediary I, Inc. (“Holdings I”), a Delaware corporation that is a wholly owned direct subsidiary of Holdings, (iii) Stratosphere Intermediary II, Inc. (“Holdings II,” and together with Holdings and Holdings I, individually a “Parent Company” and collectively, “Parent Companies”), a Delaware corporation that is a wholly owned direct subsidiary of Holdings I, and (iv) Merger Sub, a Delaware corporation that is a wholly owned direct subsidiary of Holdings II, prior to and after giving effect to the Merger.

 

(b)

The Rollover Investors (as defined in the Merger Agreement) will execute the Rollover Letters (as defined in the Merger Agreement), thereby effectuating the Rollover Investment, whereby each Rollover Investor will transfer, contribute and deliver to Holdings all of the shares of common stock of the Target (the “Common Stock”) beneficially owned, directly or indirectly, by such Rollover Investor, together with any other securities convertible or exchangeable into Common Stock, in exchange for equity securities of Holdings.

 

(c)

The Sponsor and other Investors will directly or indirectly contribute to Holdings, which shall upon receipt contribute (through one or more of its subsidiaries) to the Merger Sub, an equity investment (it being understood that the terms of such equity investment, to the extent it consists of equity securities other than common equity, will be reasonably satisfactory to the Arranger) in an aggregate amount of cash not less than the Merger Consideration payable to public shareholders of the Target under the Merger Agreement (the “Equity Contribution”).

 

(d)

It is understood and agreed that pursuant to that certain Agreement and Plan of Merger (together with all exhibits, schedules, annexes and disclosure schedules thereto, collectively, the “Merger Agreement”), dated as of the date hereof, by and among Holdings, Merger Sub and Target, Holdings (directly or indirectly) will acquire 100% of the outstanding shares of capital stock and other equity interests of the Target by way of the merger of Merger Sub with and into the Target with the Target surviving such merger (the “Merger”) and public shareholders of the Target will receive cash consideration. Holdings may (prior to the Closing Date) assign all of its right, title and interest in, to and under the Merger Agreement to Holdings II (such assignment, the “Merger Agreement Assignment”).

 

(e)

Concurrently with the Merger, the Target as the surviving corporation and Stein Mart Buying Corp. (the Target and Stein Mart Buying Corp., being individually a “Borrower” and collectively, the “Borrowers,” and together with the Guarantors, individually, an “ABL Loan

 

Exhibit A – Page 1


  Party” and collectively, the “ABL Loan Parties”), will obtain senior secured credit facilities comprised of (i) a $35,000,000 senior secured term loan facility (the “TL Facility”), and (ii) a $240,000,000 senior secured revolving facility (the “ABL Facility” and, together with the TL Facility, the “Senior Secured Facilities”) pursuant to the ABL Commitment Letter and the letter agreement, dated as of the date hereof (as in effect on the date hereof and as attached hereto as Exhibit D, the “TL Commitment Letter”), between the Company and Pathlight Capital LP (the “TL Agent”).

 

(f)

All existing third party indebtedness for borrowed money of the Target and its subsidiaries under (i) the Existing ABL Credit Agreement, (ii) the Term Loan Agreement dated March 14, 2018, by and among the Borrowers, the guarantors party thereto, the lenders party thereto, and Gordon Brothers Finance Company, as agent, as amended from time to time (the “Existing Term Loan Agreement”), and (iii) other such indebtedness as the parties may agree (which shall exclude letters of credit, capital leases, purchase money indebtedness and equipment financings, any indebtedness permitted to be incurred or remain outstanding under the Merger Agreement after the Closing Date, customary contingent indemnification obligations (for which no claim has been asserted as of the Closing Date) and certain other limited indebtedness that the parties mutually agree may remain outstanding after the Closing Date) will be refinanced or repaid (or in the case of the Existing ABL Credit Agreement at the election of the Arranger and Holdings, refinanced pursuant to an amendment and restatement of the Existing ABL Credit Agreement accompanied by a waiver of all then existing Events of Default under (and as defined in) the Existing ABL Credit Agreement; and it being agreed that any prepayment premium or breakage due under the Existing ABL Credit Agreement will be waived in connection with such refinancing) and the ABL Administrative Agent shall receive reasonably satisfactory evidence of the refinancing and the discharge (or the irrevocable and unconditional (except for receipt of the stated payoff amount) making of arrangements for discharge) of all guarantees and related liens (collectively, the “Refinancing”).

 

(g)

The proceeds of the Equity Contribution, together with the Rollover Investment, will be applied to pay the consideration in connection with the Acquisition and any other payments required under the Merger Agreement (the “Merger Consideration”). The proceeds of the Senior Secured Facilities funded on the Closing Date and cash on hand of the Company, if applicable, will be applied to pay (i) fees and expenses incurred in connection with the Transactions (such fees and expenses, “Transaction Costs”) and (ii) amounts required in connection with the Refinancing, with any remainder to be credited to the Borrowers’ account for general corporate purposes.

The transactions described above (including the Equity Contribution, the Rollover Investment, the Refinancing, payment of the Merger Consideration and the Transaction Costs) are collectively referred to herein as the “Transactions”.

 

Exhibit A – Page 2


Exhibit B

Agreed Changes to Existing Credit Agreement

[attached]

 

Exhibit B – Page 1


Exhibit C

Summary of Conditions Precedent

Capitalized terms used and not otherwise defined herein have the meanings set forth in the ABL Commitment Letter to which this Summary of Conditions Precedent is attached and of which it forms a part.

 

1.

Concurrent Transactions. The Acquisition shall have been consummated or will be consummated concurrently with the initial funding under the ABL Facility in all material respects in accordance with the terms of the documentation relating to the Acquisition, including the Merger Agreement, as amended, supplemented, waived or otherwise modified, so long as such amendment, supplement, waiver or modification is not materially adverse to the Lenders without the consent of the Arranger; provided, that any amendment, supplement, waiver or modification to the Merger Agreement that does any of the following shall be deemed to be materially adverse to the interests of the Lenders and will require the prior written consent of the Lenders: (a) any modification to the definition of “Company Material Adverse Effect” (as defined in the Merger Agreement), any waiver of the conditions precedent set forth in the Merger Agreement regarding the absence of a “Company Material Adverse Effect” (other than any change to the amount of Excess Availability that is required in order for a Company Material Adverse Effect to not be deemed to have occurred), and any change in the representations in the Merger Agreement to eliminate (from the scope thereof) any event or condition that has otherwise resulted, or would otherwise result, in a “Company Material Adverse Effect”, (b) any reduction in the aggregate purchase price for the Acquisition by more than 10% from the aggregate purchase price set forth in the Merger Agreement approved by the Arranger as set forth above and (c) any change to any FS Provisions (as defined in the Merger Agreement) without the consent of the Arranger. The assignment by Holdings of its rights under the Merger Agreement to Holdings II shall not be deemed to be an amendment requiring the consent of the Arranger, so long as the terms and conditions of such assignment are acceptable to the Arranger.

 

2.

Rollover Investment. The Rollover Investment shall have been received (or, substantially concurrently with the execution of the ABL Facility, shall be received) by Holdings in accordance with the Rollover Letters, which shall be on terms reasonably satisfactory to the ABL Administrative Agent, and Holdings shall have received executed Rollover Letters, thereby effectuating the Rollover Investment.

 

3.

Equity Contribution. The Equity Contribution shall have been (or, substantially concurrently with the execution of the ABL Facility shall be funded) and Holdings shall have received net proceeds in connection therewith of not less than the amount of the Merger Consideration required to be paid under the Merger Agreement, such amounts shall have been contributed by Holdings to Holdings I and by Holdings I to Holdings II and the proceeds of the Equity Contribution shall have been used to pay all of the cash portion of the Merger Consideration for the Acquisition.

 

4.

TL Facility. The TL Facility shall have been (or, substantially concurrently with the execution of the ABL Facility shall be) closed and funded and the Company shall have received net cash proceeds in connection therewith of at least $35,000,000. Documentation for the TL Facility shall be consistent with the TL Commitment Letter and otherwise reasonably satisfactory to the ABL Administrative Agent; provided, that, such documentation shall contain no affirmative, negative or financial covenants or events of default that are more restrictive in any material respect that the affirmative, negative or financial covenants and events of default contained in

 

Exhibit C – Page 1


  ABL Facility Documentation, and the ABL Administrative Agent shall have a received a certified copy of all agreements and instruments executed by any ABL Loan Party, the TL Agent, and any other parties party thereto in connection with the TL Facility and delivered on the Closing Date, which shall be in full force and effect.

 

5.

Refinancing. The Refinancing shall have been consummated, or substantially concurrently with the initial borrowings under the Senior Secured Facilities, shall be consummated.

 

6.

Company Material Adverse Effect. Since the date of the Merger Agreement, a Company Material Adverse Effect shall not have occurred.

 

7.

Definitive Documents; Customary Closing Conditions. Subject to the Documentation Principles described below, the negotiation, execution and delivery of appropriate definitive loan documents with respect to the ABL Facility (which may include the amendment and restatement of the Existing ABL Credit Agreement), which shall be negotiated by the parties hereto in good faith in a manner consistent with this ABL Commitment Letter, together with other terms and provisions mutually agreed to be reasonable and customary for transactions of this type (collectively, the “ABL Facility Documentation”). The ABL Loan Parties shall have provided or caused to be provided to Wells Fargo: (a) customary legal opinions (which shall be reasonably acceptable to ABL Administrative Agent), (b) customary evidence of authority from each ABL Loan Party, (c) customary closing certificates and officer’s certificates from each ABL Loan Party, (d) good standing certificates (to the extent applicable) in the respective jurisdictions of organization of each ABL Loan Party, (e) confirmation of repayment of all existing debt and other scheduled debt existing on the Closing Date, subject to reasonably satisfactory payoff letters; (f) subject to the Certain Funds Provision, perfection of liens, pledges, and mortgages on the collateral to secure the ABL Facility free and clear of all liens, subject to customary exceptions to be mutually agreed upon (and subject to the Certain Funds Provisions); (g) the results of customary lien, judgment, litigation and bankruptcy searches (in each case dated as of a date reasonably satisfactory to the ABL Administrative Agent); (h) the Intercreditor Agreement, (i) a solvency certificate from the chief financial officer of each ABL Loan Party in the form attached hereto as Annex I; (j) evidence of insurance coverage including certificates naming the ABL Administrative Agent as additional insured and lender’s loss payee to casualty and business interruption insurance or equivalent applicable in the relevant jurisdiction; (k) a customary borrowing request (subject to the Certain Funds Provision); and (l) current borrowing base certificate dated as of the Closing Date (or such other date agreed to by the ABL Administrative Agent).

 

8.

KYC, Etc. Arranger and Lenders shall have received at least ten (10) business days prior to the Closing Date, to the extent requested at least twenty (20) business days prior to the Closing Date, all documentation and other information required by a Lender under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (and including satisfactory legal organization chart signed by the Company, formation documents and W-9s), Wells Fargo shall have received FDPA compliance approval, and to the extent that a Borrower qualifies as a “legal entity customer” under 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”), the Arranger and Lenders shall have received, at least ten (10) Business Days before the Closing Date, a beneficial ownership certification under the Beneficial Ownership Regulation in relation to each ABL Loan Party.

 

9.

Documentation Principles. The ABL Facility Documentation shall be substantially consistent with the Existing ABL Credit Agreement and other related documents or as otherwise mutually agreed, in each case subject to the Agreed Modifications and other modifications giving due regard to the operational and strategic requirements of the Borrowers and their respective

 

Exhibit C – Page 2


  subsidiaries in light of their consolidated capital structure, size, industry and practices (including, without limitation, the leverage profile, projected free cash flow generation of the Borrowers, their respective subsidiaries and regulatory profile and the “taking private” of Target), including the applicable Parent Companies as guarantors (individually a “Guarantor” and collectively, “Guarantors”, except as provided below) and each as an ABL Loan Party, the nature of the collateral, reporting and other systems, excess availability, the proposed business plan, updates for administrative and operational practices and procedures of ABL Administrative Agent, and changes in law or accounting standards in each case, after giving effect to the Transactions and in any event (a) will not be subject to any conditions to the availability and initial funding of the ABL Facility on the Closing Date other than as set forth herein and (b) will contain only the mandatory prepayments, representations, warranties, covenants and events of default expressly set forth in the Existing ABL Credit Agreement (giving effect to the Agreed Modifications and to other modifications as provided above) and the other related documents, together with other customary loan document provisions and with standards, qualifications, thresholds, exceptions for materiality or otherwise and “baskets,” grace and cure periods, in each case to the extent not provided herein to be mutually agreed by the Borrowers and the Lenders, consistent with these documentation principles (the “Documentation Principles”), the definitive terms of which will be negotiated in good faith to finalize the ABL Facility Documentation, giving effect to the Certain Funds Provisions, as promptly as practicable after the acceptance of the ABL Commitment Letter to the extent feasible to facilitate a closing prior to the termination of the Merger Agreement. In the event that all of the right, title and interest of Holdings under the Merger Agreement and all related documents is assigned to Holdings II pursuant to the Merger Agreement Assignment on terms and conditions satisfactory to ABL Administrative Agent, then the only Parent Company required to be a Guarantor shall be Holdings II and the ABL Facility Documentation may be subject to changes consistent therewith. The intercreditor agreement to be entered into with the TL Agent at Closing (the “Intercreditor Agreement”) will be on terms substantially consistent with the Intercreditor Agreement, dated March 14, 2018, between Wells Fargo as ABL Agent and Gordon Brothers Finance Company as Term Agent.

 

10.

Minimum Excess Availability. Borrowers shall have minimum opening Excess Availability of not less than thirty-five percent (35%) of the Borrowing Base used for purposes of the Closing, after the application of proceeds of the initial Loan and/or the issuance of the initial Letters of Credit and after provision for payment of all fees and expenses of the transaction required to be paid by Borrowers on the Closing Date under the ABL Facility Documentation.

 

11.

Financial Statements. The ABL Administrative Agent shall have received the interim unaudited balance sheet of Target and the related unaudited statements of operations, shareholders’ equity and cash flows for each fiscal month that is at least 45 days prior to the Closing Date.

 

12.

Fees and Expenses. All reasonable costs, fees, expenses (including, without limitation, reasonable legal fees and expenses) and other compensation contemplated by the ABL Commitment Letter and the ABL Fee Letter payable to the ABL Administrative Agent or the Lenders shall have been paid and in the case of such costs and expenses to the extent invoiced at least one business day prior to the Closing Date (but not the fees payable to ABL Administrative Agent or any Lender provided for in the ABL Fee Letter, which shall not require an invoice) and you shall have caused the ABL Loan Parties to become liable in all respects with all of your obligations under the ABL Commitment Letter and the ABL Fee Letter, effective upon the consummation of the Acquisition on the Closing Date.

 

13.

Representations and Warranties. The Specified Representations and the Specified Merger Agreement Representations shall be true and correct in all material respects, unless qualified by materiality or “Company Material Adverse Effect” or words of similar import, in which case such representations shall be true and correct in all respects.

 

Exhibit C – Page 3


Annex I

Form of Solvency Certificate

This Solvency Certificate (this “Certificate”) is delivered pursuant to Section [    ] of the Credit Agreement, dated as of the date hereof among [                    ], a [            ] (the “Company”) and [                    ], a [            ] (“Holdings”), [            ], as the Administrative Agent and the other Lenders parties thereto. Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement.

I, [            ], solely in my capacity as the [Chief Financial Officer] of the Company, do hereby certify on behalf of the Company that as of the date hereof, after giving effect to the consummation of the Transactions contemplated by the Credit Agreement:

1.    The sum of the debt (including contingent liabilities) of Holdings and its subsidiaries, on a consolidated basis, does not exceed the present fair saleable value (calculated on a going concern basis) or the fair value of the present assets of Holdings and its subsidiaries on a consolidated basis.

2.    The capital of Holdings and its subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as operated or otherwise as contemplated on the date hereof.

3.    Holdings and its subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due in the ordinary course of business.

4.    For purposes of this Certificate, the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability.

5.    In reaching the conclusions set forth in this Certificate, I have made such other investigations and inquiries as I have deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by Holdings and the subsidiaries after the consummation of the Transactions contemplated by the Credit Agreement.

[Remainder of this page intentionally left blank.]

 

Annex I – Page 1


IN WITNESS WHEREOF, I HAVE EXECUTED THIS Certificate as of the date first written above.

 

[    ]
By:  

 

Name:   [                    ]
Title:   [Chief Financial Officer]

 

Annex I – Page 2


Exhibit D

TL Commitment Letter

[attached]

Exhibit 99(c)(1)

 

LOGO

1345 Avenue of the Americas

New York, New York 10105

Tel: 212.508.1600

Fax: 212.508.1633

January 30, 2020

Special Committee of the Board of Directors

Stein Mart, Inc.

1200 Riverplace Blvd.

Jacksonville, Florida 32207

Ladies and Gentlemen:

You have asked us to advise you with respect to the fairness to the holders (other than Stratosphere Holdco, LLC (“Parent”), the Rollover Investors (as defined in the Agreement) and their respective affiliates) of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Stein Mart, Inc. (the “Company”), from a financial point of view of the $0.90 in cash per Share (the “Consideration”) to be paid to such holders pursuant to the terms of the Agreement and Plan of Merger, dated as of January 30, 2020 (the “Agreement”), by and among Parent, Stratosphere Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), and the Company.

We understand that the Agreement provides for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation in the merger as a wholly-owned subsidiary of Parent (the “Merger”), and that, upon effectiveness of the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than Excluded Shares and Dissenting Shares (each as defined in the Agreement)) will be cancelled and converted into the right to receive the Consideration.

For purposes of the opinion set forth herein, we have:

(i) reviewed certain publicly available financial statements and other information of the Company;

(ii) reviewed certain internal financial statements and other financial and operating data concerning the Company prepared and provided to us by the management of the Company and approved for our use by the Special Committee of the Board of Directors;

(iii) reviewed certain financial projections for the Company prepared and provided to us by the management of the Company and approved for our use by the Special Committee of the Board of Directors;

(iv) discussed the past and current operations, financial condition and prospects of the Company with management of the Company;

(v) reviewed the reported prices and trading activity of the Shares;

(vi) compared the financial performance and condition of the Company and the reported prices and trading activity of the Shares with that of certain other publicly traded companies that we deemed relevant;

 

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(vii) reviewed publicly available information regarding the financial terms of certain transactions that we deemed relevant, in whole or in part, to the Merger;

(viii) participated in certain discussions among management and other representatives of each of Parent and the Company;

(ix) reviewed a near-final form of the Agreement dated January 29, 2020; and

(x) performed such other analyses and reviewed such other material and information as we have deemed appropriate.

We have assumed and relied upon the accuracy and completeness of the information reviewed by us for the purposes of this opinion and we have not assumed any responsibility for independent verification of such information and have relied on such information being complete and correct. We have relied on assurances of the management of the Company that they are not aware of any facts or circumstances that would make such information inaccurate or misleading in any respect material to our opinion. With respect to the financial projections, we have assumed that the financial projections were reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company of the future financial performance of the Company. We have not conducted a physical inspection of the facilities or property of the Company. We have not assumed any responsibility for or performed any independent valuation or appraisal of the assets or liabilities of the Company, nor have we been furnished with any such valuation or appraisal. Furthermore, we have not considered any tax, accounting or legal effects of the Merger or the transaction structure on any person or entity.

We have assumed that the final form of the Agreement will be substantially the same as the near final form of the Agreement reviewed by us and will not vary in any respect material to our analysis. We have also assumed that the Merger will be consummated in accordance with the terms of the Agreement, without waiver, modification or amendment of any material term, condition or agreement (including, without limitation, the Consideration to be paid to the holders (other than Parent, the Rollover Investors and their respective affiliates) of the Shares in the Merger) and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the Merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on the Company or the contemplated benefits of the Merger. We have further assumed that all representations and warranties set forth in the Agreement are and will be true and correct as of all the dates made or deemed made and that all parties to the Agreement will comply with all covenants of such parties thereunder.

Our opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to us as of January 30, 2020. In particular, we do not express any opinion as to the prices at which the Shares may trade at any future time or as to the impact of the Merger on, or as to, the solvency or viability of the Company, Parent, the Rollover Investors or Merger Sub or the ability of the Company, Parent, the Rollover Investors or Merger Sub to pay their respective obligations when they come due. Furthermore, our opinion does not address the Company’s underlying business decision to undertake the Merger, and our opinion does not address the relative merits of the Merger as compared to any alternative transactions or business strategies that might be available to the Company. Our opinion does not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding entered into in connection with the Merger or otherwise except as expressly identified herein.

 

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Natixis, S.A. (“Natixis”), which became the holder of a majority of our outstanding equity on June 8, 2016, is, together with its affiliates, engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management, insurance and other financial and non-financial activities and services for various persons and entities. Natixis and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, the Rollover Investors, any of their respective affiliates and third parties, including Kingswood Capital, an affiliate of Parent, Jay Stein, an affiliate of the Rollover Investors, and their respective affiliates and, in the case of Kingswood Capital, portfolio companies, or any currency or commodity that may be involved in the Merger. In addition, Natixis and its affiliates may have co-invested with Kingswood Capital and its affiliates from time to time and may have invested in limited partnership units of affiliates of Kingswood Capital from time to time and may do so in the future.

We have acted as financial advisor to the Special Committee of the Board of Directors of the Company in connection with this transaction and will receive a fee for our services, a substantial portion of which is contingent upon the closing of the Merger and a portion of which is payable upon the delivery of this letter. In addition, the Company has agreed to reimburse our expenses and indemnify us against certain liabilities arising out of our engagement. We have not during the two years prior to the date hereof provided any financial advisory services to the Company, Parent, the Rollover Investors, Kingswood Capital, Jay Stein, or their respective affiliates or, in the case of Kingswood Capital, portfolio companies for which we received payment, in each case, other than serving as financial advisor to the Special Committee of the Board of Directors of the Company in connection with the refinancing of the Company’s asset-backed loan facility in September 2018 and other than having delivered an oral opinion on January 29, 2020 to the Special Committee of the Board of Directors of the Company as to the fairness to the holders (other than Parent, the Rollover Investors and their respective affiliates) of Shares from a financial point of view of the consideration to be paid to such holders pursuant to the Agreement. In the future, we, Natixis and our respective affiliates may provide financial advisory services to the Company, Parent, the Rollover Investors, Kingswood Capital, Jay Stein, or their respective affiliates or, in the case of Kingswood Capital, portfolio companies, and in the future may receive compensation for rendering these services.

This letter and our advisory services are provided for the information and assistance of the Special Committee of the Board of Directors of the Company and the Board of Directors of the Company (in their capacities as such) in connection with their consideration of the Merger. This letter may not be reproduced, summarized, described, referred to or used for any other purpose without our prior written consent, except to the extent provided in our engagement letter dated January 26, 2018 (as amended). We express no view as to, and our opinion does not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the Consideration to be paid to the holders (other than Parent, the Rollover Investors and their respective affiliates) of the Shares pursuant to the Agreement. This letter does not constitute a recommendation to any holder of Shares as to how any such holder should vote on the Merger or act on any matter relating to the Merger. The issuance of this opinion has been authorized by our fairness opinion committee.

Based on, and subject to, the foregoing, we are of the opinion that on the date hereof, the Consideration to be paid to the holders (other than Parent, the Rollover Investors and their respective affiliates) of the Shares pursuant to the Agreement is fair from a financial point of view to such holders.

 

Very truly yours,
PJ SOLOMON SECURITIES, LLC
LOGO

 

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Exhibit 99(C)(2)

 

LOGO

PROJECT STRATOSPHERE UPDATE August 22, 2019


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DISCLAIMER The following pages contain material provided to the Special Committee of the Board of Directors (the “Special Committee”) of Stein Mart, Inc. (the “Company”) by PJ Solomon, L.P. and its affiliates, including, without limitation, PJ Solomon Securities, LLC (collectively, “PJ Solomon” or “Solomon”) in connection with Project Stratosphere. These materials were prepared on a confidential basis in connection with an oral presentation to the Special Committee and not with a view toward complying with the disclosure standards under state or federal securities laws or otherwise. These materials are solely for use of the Special Committee in its evaluation of the proposed transaction and may not be used for any other purpose or disclosed to any party without PJ Solomon’ prior written consent. The information contained in this presentation was based solely on publicly available information or information furnished to PJ Solomon by the Company. PJ Solomon has relied, without independent investigation or verification, on the accuracy, completeness and fair presentation of all such information and the conclusions contained herein are conditioned upon such information (whether written or oral) being accurate, complete and fairly presented in all respects. This presentation includes certain statements, estimates and projections provided by the Company with respect to the historical and anticipated future performance of the Company. Such statements, estimates and projections contain or are based on significant assumptions and subjective judgments made by the Company’s management. None of PJ Solomon, its affiliates or its or their respective employees, directors, officers, contractors, advisors, members, successors or agents makes any representation or warranty in respect of the accuracy, completeness or fair presentation of any information, projections or any conclusion contained herein. PJ Solomon, its affiliates and its and their respective employees, directors, officers, contractors, advisors, members, successors and agents shall have no liability with respect to any information, projections or matter contained herein, or any oral information provided herewith or data any of them generates. The information contained herein should not be assumed to have been updated at any time subsequent to date shown on the first page of the presentation and the delivery of the presentation does not constitute a representation by PJ Solomon that such information will be updated at any time after the date of the presentation. Neither PJ Solomon nor any of its affiliates is an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction. The Company acknowledges that PJ Solomon is an affiliate of Natixis, a global full service commercial and investment bank.


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PROCESS UPDATE SINCE LOI SUBMISSION Following the submission of its Letter of Intent (“LOI”, “Reaffirmed Proposal”) on July 24, the Special Committee, advised by PJ Solomon, analyzed and discussed the LOI and decided to grant Kingswood exclusivity conditioned upon (i) a higher price per share offer than the $1.10 per share price indicated (ii) further evidence that Kingswood’s $100M fundraising would be successful PJ Solomon spoke with M2O (Kingswood’s fund placement agent) and learned the fundraising was going well and targeting a mid-late August close Additionally, PJ Solomon negotiated with Kingswood and on July 30, Kingswood submitted an updated LOI (“Updated LOI”) increasing the purchase price to $1.15 per share Satisfying the Special Committee’s two conditions, Kingswood and Stratosphere executed an Exclusivity Agreement on July 31, which grants Kingswood exclusivity until 11:59pm August 31, 2019 (and terminates if Kingswood stops pursuing the transaction or signs a definitive agreement) On August 1, PJ Solomon sent a Foley-prepared draft of the Merger Agreement and Disclosure Schedules, Voting Agreement and Guarantee to Kingswood From August 6-8, Kingswood and its new Operating Partner [Third Party] traveled to Jacksonville to conduct on-site diligence, which included meetings with key management and a store visit Following the on-site diligence meetings, Kingswood hired several advisors including Goodwin Procter (Legal), Aon (Insurance & Benefits), Alix Partners (Operational) and A&G (Real Estate) ? These advisors have been active in the data room and are providing supplemental document requests Additionally, Kingswood has narrowed down its financing process to five ABL providers (RBC, PNC, Fifth Third, BAML, JPM) and two FILO / Term Loan providers (Great American, Pathlight) ? PJ Solomon (with the Special Committee’s permission) also granted Kingswood access to Wells Fargo and Gordon Brothers and is inviting them to defend their incumbent position as the current ABL / FILO provider


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PROCESS UPDATE SINCE LOI SUBMISSION (CONT’D) On August 22, PJ Solomon spoke with Kingswood, who mentioned the diligence process has been going well so far. Michael Niegsch, the lead Partner on the deal, provided the following commentary: ? Currently, Kingswood’s main focus is developing a business plan with Alix Partners that anticipates potential savings and opportunities under its ownership ? Before signing a definitive agreement, Kingswood also plans to hire a third-party accounting advisor that would conduct a workpaper review, but anticipates it would be largely confirmatory in nature ? With respect to the Merger Agreement (and related transaction documents), Goodwin Procter (Kingswood’s legal advisor) has specialists reviewing the data room and the Merger Agreement to provide a fulsome markup next week ? The financing process has been going well, but Kingswood anticipates keeping the incumbent lenders (Wells Fargo and Gordon Brothers) based on their aggressive borrowing rates, lower closing / pre-payment fees and knowledge of the business ? Jay Stein is current on Kingswood’s progress and remains excited about the potential transaction ? Kingswood’s anticipates its inaugural $100M fundraising will close tomorrow (Friday, August 23)


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DUE DILIGENCE UPDATE Business due diligence is largely complete and several third party workstreams well underway with 72% requests addressed to date (although follow-up requests are likely) Kingswood has communicated it is likely to hire more advisors (e.g., accounting / tax) Kingswood anticipates providing a markup of the Merger Agreement next week Stratosphere Data Room Number of Documents: 7,226 Page Total: 86,286 Goodwin Procter Aon (Insurance + Alix Partners Kingswood Total (Legal) Benefits) (Operational) Diligence Requests / Questions Open 0 19 21 7 47 In Process 3 8 4 0 15 Closed 100 34 16 11 161 Total Requests 103 61 41 18 223 % Closed 97% 56% 36% 61% 72% Meetings 1 Pre-LOI meeting None None None 2 1 Post-LOI on-site diligence meeting Calls 1 pre-LOI financial call None 1 diligence call None 5 3 post-LOI diligence calls Note: Updated as of August 21, 2019.


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COMP STORE SALES PERFORMANCE VS. FORECAST Comps underperformed forecasts in 18 of the last 24 observable months 2017 Actual Monthly Comp Store Sales Performance vs. 2017 2+10 Forecast (0.1%) (0.6%) (3.1%) (5.2%) (5.0%) (4.7%) (4.5%) (5.6%) (4.1%) (7.0%) (6.2%) (7.2%) (6.0%) (7.0%) (6.5%) (8.8%) (8.5%) (10.3%) (9.5%) (12.7%) Apr May Jun Jul Aug Sep Oct Nov Dec Jan 2017 2+10 Forecast Actual 2018 Actual Monthly Comp Store Sales Performance vs. 2018 2+10 Forecast 1.8% 3.4% 3.7% 1.5% 2.6% 1.8% 2.7% 0.8% 0.0% (0.3%) (1.6%) (0.2%) (1.5%) (1.0%) (1.8%) (3.4%) (6.6%) (7.8%) (6.9%) (11.9%) Apr May Jun Jul Aug Sep Oct Nov Dec Jan 2018 2+10 Forecast Actual 2019 Actual Monthly Comp Store Sales Performance vs. Management Plan (2+10 Forecast) 10.5% 5.3% 2.0% 3.6% 3.3% 5.0% 2.8% 4.7% 4.4% (5.6%) (0.6%) (2.9%) (1.7%) (10.4%) Apr May Jun Jul Aug Sep Oct Nov Dec Jan Management Plan (2019 2+10 Forecast) Actual Note: Comp Store Sales include eCommerce sales but exclude LXR and DSW commissioned sales. 5

Exhibit 99(C)(3)

 

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PROJECT STRATOSPHERE September 20, 2019


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DISCLAIMER The following pages contain material provided to the Special Committee of the Board of Directors (the “Special Committee”) of Stein Mart, Inc. (the “Company”) by PJ Solomon, L.P. and its affiliates, including, without limitation, PJ Solomon Securities, LLC (collectively, “PJ Solomon” or “Solomon”) in connection with Project Stratosphere. These materials were prepared on a confidential basis in connection with an oral presentation to the Special Committee and not with a view toward complying with the disclosure standards under state or federal securities laws or otherwise. These materials are solely for use of the Special Committee in its evaluation of the proposed transaction and may not be used for any other purpose or disclosed to any party without PJ Solomon’ prior written consent. The information contained in this presentation was based solely on publicly available information or information furnished to PJ Solomon by the Company. PJ Solomon has relied, without independent investigation or verification, on the accuracy, completeness and fair presentation of all such information and the conclusions contained herein are conditioned upon such information (whether written or oral) being accurate, complete and fairly presented in all respects. This presentation includes certain statements, estimates and projections provided by the Company with respect to the historical and anticipated future performance of the Company. Such statements, estimates and projections contain or are based on significant assumptions and subjective judgments made by the Company’s management. None of PJ Solomon, its affiliates or its or their respective employees, directors, officers, contractors, advisors, members, successors or agents makes any representation or warranty in respect of the accuracy, completeness or fair presentation of any information, projections or any conclusion contained herein. PJ Solomon, its affiliates and its and their respective employees, directors, officers, contractors, advisors, members, successors and agents shall have no liability with respect to any information, projections or matter contained herein, or any oral information provided herewith or data any of them generates. The information contained herein should not be assumed to have been updated at any time subsequent to date shown on the first page of the presentation and the delivery of the presentation does not constitute a representation by PJ Solomon that such information will be updated at any time after the date of the presentation. Neither PJ Solomon nor any of its affiliates is an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction. The Company acknowledges that PJ Solomon is an affiliate of Natixis, a global full service commercial and investment bank. DRAFT 1


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THE “SHAKEOUT” IS IN FULL SWING Selected retailers who have filed, liquidated or shut-down over the last few years, or are currently distressed 2019 will likely see more liquidations as non-ABL financing dries up July ‘142014 Dec ‘14 2015 * * * * * * * * (a) * * 2016 * * (a) * * * * * (a) 2017 * * * * * * * * *(a) * (a) 2018 * * 2019 * * * * * * * * Distressed Retailers DRAFT Note: * indicates liquidated and (a) indicates pure play digital. As of September 16, 2019. 2


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COMP SALES(a) PERFORMANCE VS. FORECAST Comps underperformed forecasts in 13 of the last 15 observable months 2018 Actual Monthly Comp Store Sales Performance vs. 2018 2+10 Forecast 3.6% 5.4% 5.7% 4.8% 3.9% 5.7% 1.4% 2.3% 1.7% 3.0% 0.8% 2.3% (0.0%) (0.4%) (0.2%) (0.2%) (5.0%)(5.0%) (5.5%) (11.6%) Apr May Jun Jul Aug Sep Oct Nov Dec Jan 2018 2+10 Forecast Actual 2019 Actual Monthly Comp Store Sales Performance vs. Management Five Year Plan (2+10 Forecast for 2019) 11.2% 5.2% 2.8% 4.1% 2.9% 1.4% 3.9% 3.2% 4.8% 3.7% 0.0% (4.4%) (2.9%) (0.6%) (10.1%) Apr May Jun Jul Aug Sep Oct Nov Dec Jan Management Five Year Plan (2019 2+10 Forecast) (b) Actual DRAFT (a) Comp figures for 2019 represent Store + eCommerce comparable sales. Comp figures for 2018 represent total comp, representative of Store, eCommerce and Licensed comparable sales. (b) Management Five Year Plan approved by the Board of Directors on May 14, 2019. 3


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FY 2019 COMPARISON OF ACTUALS TO PLAN ($ in millions) Management Five Year Plan Management Reforecast (6+6) Actual REVENUE $168 $166 $114 $120 $118 $112 $109 $117 $119 $108 $107 $102 $98 $97 $78 $76 $81 $77 $80 $64 $64 Apr-2019 May-2019 Jun-2019 Jul-2019 Aug-2019Aug-19 Sep-2019 Oct-2019 Nov-2019 Dec-2019 Jan-2020 Comp Sales % 11.2% 5.2% (4.4%) (10.1%) 2.8% 0.0% 4.1% (2.9%) 2.9% (1.7%) 1.4% 3.9% 3.2% (0.6%) 4.8% 3.7% ADJUSTED EBITDA Five Year Plan approved on 5/14/19 EBITDA missed Management Management included actual March and was informed Reforecast (6+6) in August by Five Year Plan by April preliminary results $2.8M, largely as a result of $23.3 $21.7 (5/14/19) permanent markdown timing shifts 2019E EBITDA = $14.5 $15.3 which reduced merchandise $35.7M margin by ~$2M Management $8.4 $9.5 Reforecast (6+6) $6.7 $5.4 $4.9 2019E EBITDA = $0.1 $2.0 $1.5 $0.9 $31.3M ($0.5) ($2.0) ($4.7) ($7.5) ($8.5) ($11.3) ($9.9) ($14.1) Apr-2019 May-2019 Jun-2019 Jul-2019 Aug-2019 Sep-2019 Oct-2019 Nov-2019 Dec-2019 Jan-2020 Rolling LTM EBITDA: $34.9 $27.3 $25.6 $31.7 $24.1 Management Reforecast (6+6) not adjusted to reflect timing shift of LTM EBITDA at LTM EBITDA at markdowns pulled forward into August – Management believes this DRAFT first-round IOI Reaffirmed Proposal shift should result in higher merchandise margin through remainder of Q3 and early Q4 Sources: Management Five Year Plan approved by the Board of Directors on May 14, 2019; Management 6+6 Reforecast provided on August 15, 2019. 4

Exhibit 99(C)(4)

 

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Project Stratosphere Special Committee Discussion Materials January 20, 2020 Private and Confidential


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Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Special Committee”) of Stein Mart, Inc. (the “Company”) by PJ Solomon, L.P. and its affiliates, including, without limitation, PJ Solomon Securities, LLC (collectively, “PJ Solomon” or “Solomon”) in connection with Project Stratosphere. These materials were prepared on a confidential basis in connection with an oral presentation to the Special Committee and not with a view toward complying with the disclosure standards under state or federal securities laws or otherwise. These materials are solely for use of the Special Committee in its evaluation of the proposed transaction and may not be used for any other purpose or disclosed to any party without PJ Solomon’ prior written consent. The information contained in this presentation was based solely on publicly available information or information furnished to PJ Solomon by the Company. PJ Solomon has relied, without independent investigation or verification, on the accuracy, completeness and fair presentation of all such information and the conclusions contained herein are conditioned upon such information (whether written or oral) being accurate, complete and fairly presented in all respects. This presentation includes certain statements, estimates and projections provided by the Company with respect to the historical and anticipated future performance of the Company. Such statements, estimates and projections contain or are based on significant assumptions and subjective judgments made by the Company’s management. None of PJ Solomon, its affiliates or its or their respective employees, directors, officers, contractors, advisors, members, successors or agents makes any representation or warranty in respect of the accuracy, completeness or fair presentation of any information, projections or any conclusion contained herein. PJ Solomon, its affiliates and its and their respective employees, directors, officers, contractors, advisors, members, successors and agents shall have no liability with respect to any information, projections or matter contained herein, or any oral information provided herewith or data any of them generates. The information contained herein should not be assumed to have been updated at any time subsequent to date shown on the first page of the presentation and the delivery of the presentation does not constitute a representation by PJ Solomon that such information will be updated at any time after the date of the presentation. Neither PJ Solomon nor any of its affiliates is an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction. The Company acknowledges that PJ Solomon is an affiliate of Natixis, a global full service commercial and investment bank. Private and Confidential 1


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Executive Summary • Following a weak November, Kingswood decided to slow the process to be able to observe December performance In November, actual adjusted EBITDA was ($4.9) million vs. the 6+6 projection of ($0.5) million In December, actual adjusted EBITDA was $18.0 million vs. the 6+6 projection of $21.7 million • In the interim, Kingswood sent drafts of key transaction documentation including the Merger Agreement, Voting Agreement, Equity and Debt Commitments and Rollover Agreement as it progressed on non-value workstreams • On January 17, 2020, PJ Solomon received an email from Kingswood detailing their response on the three remaining open items in the draft Merger Agreement: Purchase Price per Share: $0.75 Excess Availability at Close: Not less than 32.5% of the Loan Cap Parent Termination Fee and Company Termination Fee: 5% of equity value / equity purchase price • PJ Solomon called Kingswood in response to confirm receipt and clarify the Excess Availability definition Per Kingswood, the definition is as per existing Wells Fargo Credit Facility loan documents • Wells Fargo and Pathlight (Kingswood’s new lenders) are both finalizing the Debt Commitment Agreements on Tuesday, January 21 Private and Confidential 2


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2019E Management Forecasts Over Time Outlook for 2019E has worsened over time as Stratosphere missed forecasts ($ in Millions) FY 2019E % Difference 2+10 (a) 6+6 (b) 11+1 (c) 11+1 vs. 2+10 11+1 vs. 6+6 Total Revenue $1,270.0 $1,256.0 $1,234.2 (2.8%) (1.7%) % Store Comp 0.6% (0.8%) (1.2%) % Total Comp 1.8% 0.4% (1.5%) Gross Profit (d) $348.5 $343.9 $335.3 (3.8%) (2.5%) % Margin 27.4% 27.4% 27.2% Adjusted EBITDA $35.7 $31.3 $24.9 (30.2%) (20.2%) % Margin 2.8% 2.5% 2.0% a) Source: Management 2019 2+10 Forecast approved by the Board of Directors on May 14, 2019. b) Source: Management 2019 6+6 Forecast approved by the Board of Directors on August 27, 2019. c) Source: Management internal 2019 11+1 Forecast. d) Includes credit card, breakage and other income. Private and Confidential 3


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Comp Sales(a) Performance vs. Forecast Comps underperformed forecasts for 17 of the last 19 observable months 2018 Actual Monthly Comp Store Sales Performance vs. 2018 2+10 Forecast 3.6% 5.4% 5.7% 4.8% 3.9% 5.7% 1.4% 2.3% 1.7% 3.0% 0.8% 2.3% (0.0%) (0.4%) (0.2%) (0.2%) (5.0%)(5.0%) (5.5%) (11.6%) Apr May Jun Jul Aug Sep Oct Nov Dec Jan 2018 2+10 Forecast Actual 2019 Actual Monthly Comp Store Sales Performance vs. Management Five Year Plan (2+10 Forecast for 2019) 11.2% 5.2% 2.8% 4.1% 2.9% 1.5% 3.9% 0.2% 3.2% 4.8% 1.4% 3.7% 0.0% (0.9%) (0.6%) (4.4%) (2.9%) (4.1%) (10.1%) Apr May Jun Jul Aug Sep Oct Nov Dec Jan Management Five Year Plan (2019 2+10 Forecast) Actual a) Comp figures for 2019 represent Store + eCommerce comparable sales. Comp figures for 2018 represent total comp, representative of Store, Private and eCommerce and Licensed comparable sales. Confidential 4


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Retailing Environment Update Private and Confidential 5


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The “Shakeout” Is In Full Swing Selected retailers who have filed, liquidated, shut-down or are distressed July ‘142014 Dec ‘14 2015 * * * * * * * * (a) * * 2016 * * (a) * * * * * (a) 2017 * * * * * * * * *(a) * (a) 2018 * * 2019 * * * * * * * * * Distressed Retailers Private and Note: * indicates liquidated and (a) indicates pure play digital. Red box indicates department store / off-price retailer. Confidential 6


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In 2019, U.S. Retailers Announced ~9,300 closures • Closures were more than double the number of openings • Excluding Discount and Dollar stores, closures were approximately three times the number of openings 2019 Store Closure Announcements 2,100 800 650 557 512 390 363 261 250 230 222 210 200 200 178 170 150 140 1,719 Total = 9,302 Total (excl. Discount / Dollar) = 7,992 (a) 2019 Store Opening Announcements 975 500 210 200 200 155 150 145 116 100 1,641 Total = 4,392 Total (excl. Discount / Dollar) = 2,672 (a) Source: Coresight h and other publicly available information as of January 2020. Private and a) Discount / Dollar includes Aldi, Dollar General, Dollar Tree, Family Dollar, Five Below, Fred’s and Shopko. Confidential 7


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2019 Preliminary Retail Holiday Overview Online was the bright spot as in-store traffic continued to weaken Holiday Retail Overview • Holiday sales rose 3.4% (including online) as e-commerce sales rose 18.8% over 2018 (Mastercard SpendingPulse) • Full holiday season online sales reached $142.5 billion (Digital Media Solutions) Global digital spending grew 8% to $723 billion, driven by mobile devices • In-store traffic fell 6.1% in December compared to December 2018 (ShopperTrak) • Holiday Survey: 27% spending increased, 56% spending unchanged, 17% spending reduced (Shopify) • Holiday Sales – Apparel: +1.0% overall (11/1 – 12/26) Brick & Mortar: ND Online: +17.0% (Mastercard) • 190 million people (142 million online) shopped during Cyber 5 (b), representing a record number and 14% increase over 2018 (NRF) Black Friday online sales hit a record $7.4 billion, up 19% from 2018 (Adobe) Cyber Monday hit $9.2 billion with the “golden hours of retail” (10PM – 2AM) driving 30% of revenue (Adobe) Sales for the four-day Thanksgiving weekend grew 5.4% to $68.9 billion (Customer Growth Partners) a) Mastercard SpendingPulse. b) Thanksgiving Day through Cyber Monday. c) Digital Media Solutions. d) Mastercard SpendingPulse. Compared to 14.4% and 12.3% in 2018 and 2017, respectively. Holiday Spending YoY Changes (a) 6.8% 5.5% 4.9% 5.1% 4.1% 3.8% 3.2% 3.2% 3.4% 2.3% 2.4% ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘16 ‘17 ‘18 ‘19 (6.4%) Holiday E-Commerce Key Statistics $144B 80% 14.6% Global Online Holiday of traffic driven by E-Commerce percentage Sales Volume (c) mobile devices (a) of total retail sales (d) “E-commerce sales hit a record high this year with more people doing their holiday shopping online. Due to a later than usual Thanksgiving holiday, we saw retailers offering omnichannel sales earlier in the season, meeting consumers’ demand for the best deals across all channels and devices.”—Steve Sadove, former CEO and Chairman of Saks Incorporated Private and Confidential 8


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Mall Traffic in 2019 was ~25+% Lower than in 2013 105 100 2013 2014 95 90 2015 85 2016 80 2018 2017 75 2019 2019 traffic continued to be challenged 70 Jan Feb March April May June July Aug Sep Oct Nov Dec Private and Source: Shoppertrak as of January 13, 2020. Confidential 9


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Updated 1/17/2020 Indication Summary Private and Confidential 10


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Analysis At Various Prices ($ in Millions, Except Per Share Data) Current Kingswood Market (Public Net Debt) Market (Private Net Debt) Indication 1/17/2020 1/17/2020 1/17/2020 Stock Price / Proposed Offer Price $0.69 $0.69 $0.75 $0.85 $0.95 $1.05 $1.15 Shares Outstanding (a) 47.6 47.6 47.6 47.6 47.6 47.6 47.6 Unvested Restricted Stock Units (b) — — 1.3 1.3 1.3 1.3 1.3 Option Equivalent Shares (c) — — — — — — — Diluted Shares Outstanding 47.6 47.6 48.9 48.9 48.9 48.9 48.9 Total Equity Value $32.8 $32.8 $36.6 $41.5 $46.4 $51.3 $56.2 Plus: Net Debt 157.3 (d) 104.0 (e) 104.0 (e) 104.0 (e) 104.0 (e) 104.0 (e) 104.0 (e) Total Enterprise Value $190.2 $136.8 $140.6 $145.5 $150.4 $155.3 $160.1 Premium / (Discount) to: Current Price 1/17/2020 $0.69 — % — % 8.7 % 23.2 % 37.7 % 52.2 % 66.7 % 30-Day VWAP 0.68 1.5 1.5 10.4 25.1 39.8 54.5 69.2 60-Day VWAP 0.71 (2.7) (2.7) 5.7 19.8 33.9 48.0 62.1 90-Day VWAP 0.73 (6.1) (6.1) 2.1 15.7 29.3 43.0 56.6 180-Day VWAP 0.76 (8.8) (8.8) (0.8) 12.4 25.6 38.8 52.1 52-Week High 2/14/2019 1.23 (43.9) (43.9) (39.0) (30.9) (22.8) (14.6) (6.5) 52-Week Low 1/3/2020 0.66 4.5 4.5 13.6 28.8 43.9 59.1 74.2 Enterprise Value as a Multiple of: Total Revenue LTM (Q3 ‘19)—Public $1,240.6 15.3 % 11.0 % 11.3 % 11.7 % 12.1 % 12.5 % 12.9 % LTM (Dec. ‘19)—Private 1,234.4 15.4 11.1 11.4 11.8 12.2 12.6 13.0 Adj. EBITDA LTM (Q3 ‘19)—Public $30.0 6.3 x 4.6 x 4.7 x 4.8 x 5.0 x 5.2 x 5.3 x LTM (Dec. ‘19)—Private 27.9 6.8 4.9 5.0 5.2 5.4 5.6 5.7 FY 2019B (f) 24.9 7.6 5.5 5.6 5.8 6.0 6.2 6.4 Price as a Multiple of: Diluted Adj. EPS FY 2019B (f) ($0.26) NM NM NM NM NM NM NM FY 2020E (f) 0.02 44.0 x 44.0 x 47.8 x 54.2 x 60.5 x 66.9 x 73.3 x (a) Total shares outstanding of 47.6M as of January 4, 2020, per Computershare Capital Breakdown Report, which includes 0.6M Restricted Stock Awards, which have voting rights. (b) Unvested Restricted Stock Units (RSUs) as of January 6, 2020, which are not included in shares outstanding and have a double trigger change-incontrol provision. (c) Assumes treasury stock method with no options in the money as of January 6, 2020. PSUs not included as Total Shareholder Return (TSR) target as of January 20, 2020 has not been achieved. (d) Based on cash of $13.0M and total debt of $170.3M as of November 2, 2019 per Company FY 2019 Q3 10-Q filing. (e) Based on cash of $8.5M and total debt of $112.4M as of January 4, 2020 per Management 11+1 Forecast. Private and (f) Source: Management Five Year Plan approved by the Special Committee on January 15, 2020. 2019 based on Management 11+1 Forecast. Confidential 11


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Volume Weighted Average Price By Range (Shares in Millions) Volume Per Price Range – Last 6 Months Average Daily Volume 0.12 M 3.6 3.9 3.8 2.7 0.6 0.5 — $0.65 $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 ? x < ? x < ? x < ? x < ? x < ? x < ? x $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 % of Total Volume: 23.5% 25.7% 17.9% 25.3% 4.0% 3.5% 0.0% 49% Volume Per Price Range – Last Month Average Daily Volume 0.16 M 2.7 0.8 — — — — — $0.65 $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 ? x < ? x < ? x < ? x < ? x < ? x < ? x $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 % of Total Volume: 77.8% 22.2% 0.0% 0.0% 0.0% 0.0% 0.0% 100% Source: Capital IQ as of January 17, 2020. Volume Per Price Range – Last 3 Months Average Daily Volume 0.13 M 2.8 2.5 1.9 1.4 — — — $0.65 $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 ? x < ? x < ? x < ? x < ? x < ? x < ? x $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 % of Total Volume: 32.7% 28.6% 16.8% 21.9% 0.0% 0.0% 0.0% 61% Volume Per Price Range – CY2020 YTD Average Daily Volume 0.13 M 1.0 0.6 — — — — — $0.65 $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 ? x < ? x < ? x < ? x < ? x < ? x < ? x $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 % of Total Volume: 62.4% 37.6% 0.0% 0.0% 0.0% 0.0% 0.0% 100% Private and Confidential 12


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Premiums Paid Analysis ($ in Millions) Announce Enterprise One Day 30-Day Date Acquirer Target Value Premium Premium Dec-19 Lumos Networks; EQT Partners North State Telecommunications $236.5 29.6% 23.1% Nov-19 ICV Partners Diversified Restaurant Holdings 176.4 123.4% 75.0% Sep-19 Greenbriar Equity Group Arotech Corp. 102.1 32.7% 38.2% Sep-19 Accel-KKR et al. MAM Software Group 152.1 15.4% 13.7% Aug-19 Assurance Global Services Computer Task Group 106.8 33.8% 47.8% Aug-19 Austin Nichols & Co. Castle Brands 263.3 92.1% 136.1% Jun-19 Atlantis Acquisitionco Canada Corp. Hydrogenics Corp. 279.4 (3.1%) 55.3% Jun-19 YANMAR America Corp. ASV Holdings 104.0 332.5% 200.0% Jun-19 Extreme Networks, Inc. Aerohive Networks 198.7 39.5% 25.7% May-19 Vintage Capital Management Liberty Tax 160.8 31.1% 19.9% Apr-19 MTY Food Group, Inc. Papa Murphy’s Holdings 197.4 31.9% 15.8% Apr-19 The Ancora Group J. Alexander’s Holdings 262.4 12.5% 22.7% Apr-19 Cresco Labs CannaRoyalty Corp. 276.6 (54.1%) (41.2%) Mar-19 HEXO Corp. Newstrike Brands 125.0 4.1% (11.6%) Feb-19 Tesla Maxwell Technologies 293.6 96.3% 234.8% Dec-18 Cerberus Capital Management Sparton Corp. 253.9 41.0% 47.8% Nov-18 Altair Engineering Datawatch Corp. 162.6 35.2% 13.9% Oct-18 General Catalyst et al. Intersections 102.6 107.3% 111.5% Oct-18 Z Capital Group; Affinity Gaming Full House Resorts 211.9 79.6% 67.3% Sep-18 Stryker Corp. Invuity 188.7 28.7% 87.3% Aug-18 Moody’s Analytics Maryland Corp. Reis 251.1 32.2% 2.7% Aug-18 The Invus Group et al. Zoe’s Kitchen 295.3 33.4% 27.9% Aug-18 Roark Capital Group; FOCUS Brands Jamba 194.5 16.3% 20.8% Apr-18 NICE Systems, Inc. Mattersight Corp. 105.0 25.6% 17.4% Apr-18 SPX Corp. ELXSI Corp. 152.6 30.4% 29.9% Mar-18 William Morris Endeavor et al. NeuLion 203.0 116.5% 103.9% Mar-18 GP Investimentos Ltda. Bravo Brio Restaurant Group 100.1 16.8% 35.0% Feb-18 AMC Networks, Inc. RLJ Entertainment 163.7 61.5% 59.4% Jan-18 Duravant LLC Key Technology 172.0 50.6% 34.1% Median 32.7% 34.1% Source: FactSet. Represents transactions of $100-$300M in enterprise value with North American targets, in which at least a 50% stake was acquired. Private and Excludes financial services, healthcare, real estate and energy/mining/minerals industries. Confidential 13


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Preliminary Liquidity Observations Private and Confidential 14


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Forecasted January – July 2020 Liquidity Note: Line Cap, as defined in the current Wells Fargo ABL credit agreement, is the lesser of the net ABL Borrowing Base and the Credit Facility Size • Kingswood indicated a minimum available requirement of 32.5% of the Line Cap on January 17, 2020 ($ in Thousands) January, Week Ended February, Week Ended March, Week Ended April, Week Ended Month Ended 24-Jan 31-Jan 7-Feb 14-Feb 21-Feb 28-Feb 6-Mar 13-Mar 20-Mar 27-Mar 3-Apr 10-Apr 30-Apr (a) 31-May (a) 30-Jun (a) 31-Jul (a) Eligible Inventory $220,384 $220,384 $220,384 $227,464 $227,464 $227,464 $227,464 $249,447 $249,447 $249,447 $249,447 $249,447 $247,492 $248,876 $236,622 $210,587 Eligible Credit Card Receivables 5,652 5,652 5,652 6,378 6,378 6,378 6,378 9,164 9,164 9,164 9,164 9,164 10,021 17,943 10,492 9,918 Eligible FF&E 2,803 2,803 2,803 2,803 2,803 2,803 2,803 2,803 2,803 2,803 2,803 2,803 2,701 2,701 2,701 2,599 Less: Reserves (18,294) (18,294) (18,294) (18,005) (18,005) (18,005) (18,005) (15,505) (15,505) (15,505) (15,505) (15,505) (15,661) (15,408) (15,361) (16,494) Net Credit Facility Borrowing Base $210,544 $210,544 $210,544 $218,640 $218,640 $218,640 $218,640 $245,909 $245,909 $245,909 $245,909 $245,909 $244,552 $254,112 $234,454 $206,610 Borrowing (157,872) (155,472) (155,472) (170,172) (163,672) (158,705) (157,559) (174,303) (170,939) (152,689) (146,878) (166,741) (137,216) (125,989) (120,947) (128,612) Excess Above Available Minimum $52,672 $55,072 $55,072 $48,468 $54,968 $59,935 $61,081 $71,606 $74,970 $93,220 $99,031 $79,168 $107,336 $128,123 $113,507 $77,998 Net Credit Facility Borrowing Base $210,544 $210,544 $210,544 $218,640 $218,640 $218,640 $218,640 $245,909 $245,909 $245,909 $245,909 $245,909 $244,552 $254,112 $234,454 $206,610 Less: Term Loan (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) Line Cap (ABL Credit Facility Borrowing Base) $175,544 $175,544 $175,544 $183,640 $183,640 $183,640 $183,640 $210,909 $210,909 $210,909 $210,909 $210,909 $209,552 $219,112 $199,454 $171,610 % of Line Cap 30.0% 31.4% 31.4% 26.4% 29.9% 32.6% 33.3% 34.0% 35.5% 44.2% 47.0% 37.5% 51.2% 58.5% 56.9% 45.5% Comparison to Minimum Avail. Req. ($) ($4,380) ($1,980) ($1,980) ($11,215) ($4,715) $252 $1,398 $3,061 $6,425 $24,675 $30,486 $10,623 $39,231 $56,912 $48,684 $22,225 Comparison to Minimum Avail. Req. (%) -2.5% -1.1% -1.1% -6.1% -2.6% 0.1% 0.8% 1.5% 3.0% 11.7% 14.5% 5.0% 18.7% 26.0% 24.4% 13.0% Memo: Adjusted EBITDA (b) ($4,612) ($6,754) $10,946 $12,250 $5,049 $7,406 ($1,372) Source: 13-Week Cash Flow Forecast as of January 13, 2020 and Company’s preliminary 2020 monthly budget as of January 16, 2020. a) Month-end borrowing base calculation represents projected certificate from the third Monday of the previous month. Private and b) Monthly Adjusted EBITDA per Management internal 2019 11+1 Forecast and Company’s preliminary 2020 monthly budget as of January 16, 2020. Confidential 15


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Historical and Projected Availability as a % of Line Cap 2018A (a) 2019A 2020E Minimum Availability Requirement (32.5%) 32.5% February and July are typically liquidity low points February March April May June July Source: Historical borrowing base calculations and Company’s preliminary 2020 monthly budget as of January 16, 2020. Private and a) Calculated using $50M Wells Fargo FILO Term Loan. Replaced by the Gordon Brothers $35M term loan in August 2018. Confidential 16

Exhibit 99(C)(5)

 

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Project Stratosphere Discussion Materials January 22, 2020 Private and Confidential


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Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Special Committee”) of Stein Mart, Inc. (the “Company”) by PJ Solomon, L.P. and its affiliates, including, without limitation, PJ Solomon Securities, LLC (collectively, “PJ Solomon” or “Solomon”) in connection with Project Stratosphere. These materials were prepared on a confidential basis in connection with an oral presentation to the Special Committee and not with a view toward complying with the disclosure standards under state or federal securities laws or otherwise. These materials are solely for use of the Special Committee in its evaluation of the proposed transaction and may not be used for any other purpose or disclosed to any party without PJ Solomon’ prior written consent. The information contained in this presentation was based solely on publicly available information or information furnished to PJ Solomon by the Company. PJ Solomon has relied, without independent investigation or verification, on the accuracy, completeness and fair presentation of all such information and the conclusions contained herein are conditioned upon such information (whether written or oral) being accurate, complete and fairly presented in all respects. This presentation includes certain statements, estimates and projections provided by the Company with respect to the historical and anticipated future performance of the Company. Such statements, estimates and projections contain or are based on significant assumptions and subjective judgments made by the Company’s management. None of PJ Solomon, its affiliates or its or their respective employees, directors, officers, contractors, advisors, members, successors or agents makes any representation or warranty in respect of the accuracy, completeness or fair presentation of any information, projections or any conclusion contained herein. PJ Solomon, its affiliates and its and their respective employees, directors, officers, contractors, advisors, members, successors and agents shall have no liability with respect to any information, projections or matter contained herein, or any oral information provided herewith or data any of them generates. The information contained herein should not be assumed to have been updated at any time subsequent to date shown on the first page of the presentation and the delivery of the presentation does not constitute a representation by PJ Solomon that such information will be updated at any time after the date of the presentation. Neither PJ Solomon nor any of its affiliates is an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction. The Company acknowledges that PJ Solomon is an affiliate of Natixis, a global full service commercial and investment bank. Private and Confidential 1


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Process Update • On August 1, 2019, Stratosphere entered into exclusivity with Kingswood following the buyer’s $1.15 per share indication submitted July 30, 2019 At the time, the prevailing projections were the “4+8” forecast indicating FY 2019E EBITDA of $35.1 million • On August 27, 2019, the full Stratosphere Board of Directors (excluding Jay Stein) approved the 6+6 projections and the revised Five Year Plan, which PJ Solomon thereafter sent to Kingswood; the 6+6 indicated revised FY 2019E EBITDA of $31.3 million • On August 30, 2019, Kingswood sent Stratosphere’s advisors a markup of the Merger Agreement • Foley sent a revised draft of the Merger Agreement on September 7, 2019, which, among other revisions, reinstated the provision to make the transaction contingent on approval of the majority of the minority shareholders • In several subsequent conversations between PJ Solomon and Kingswood on the open points in the Merger Agreement, PJ Solomon insisted on keeping the transaction contingent on approval of the majority of the minority shareholders, which led to the parties breaking off discussions • In October, after hiring a new operating partner [Third Party], Kingswood and the Company decided to re-engage [Third Party] met with Management in-person in Jacksonville on October 7-8, 2019 and then visited stores in Dallas on November 7, 2019 and in Orlando on November 20, 2019 • As Kingswood continued its diligence, several key issues arose: Stratosphere’s financial performance continued to deteriorate, ultimately revising its year end Adj. EBITDA down to $24.9 million from $31.3 million in its 6+6 Board-approved plan Kingswood believed several agreements signed by Management [vendor] were expensive and not additive to the business Kingswood vocalized concerns over the large severance liability for the 11 EVPs / SVPs and 24 VPs, currently estimated at ~$11 million of impact (according to the buyers) Private and Confidential 2


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Process Update (Cont’d) • Following a weak November, Kingswood decided to slow the process to be able to observe December performance In November, actual adjusted EBITDA was ($4.9) million vs. the 6+6 projection of ($0.5) million In December, actual adjusted EBITDA was $18.0 million vs. the 6+6 projection of $21.7 million • Following this poor performance, Management reforecasted its FY 2019E estimate (11+1) and created an updated version of the 5 Year Plan which was approved by the Special Committee on January 15, 2020 • In the interim, Kingswood sent drafts of key transaction documentation including the Merger Agreement, Voting Agreement, Equity and Debt Commitments and Rollover Agreement as it progressed on non-value workstreams • On January 17, 2020, PJ Solomon received an email from Kingswood detailing their response on the three remaining open items in the draft Merger Agreement: Purchase Price per Share: $0.75 Excess Availability at Close: Not less than 32.5% of the Line Cap Parent Termination Fee and Company Termination Fee: 5% of equity value / equity purchase price • PJ Solomon called Kingswood in response to confirm receipt and clarify the Excess Availability definition Per Kingswood, the definition is as per existing Wells Fargo Credit Facility loan documents • On January 20, 2020, the Special Committee rejected the $0.75 per share purchase price with no counter-offer as it determines what, if any, next steps are to be taken • Wells Fargo and Pathlight (Kingswood’s new lenders) are both finalizing the Debt Commitment Agreements and indicated an anticipated delivery date to Stratosphere of Wednesday, January 22, 2020 Private and Confidential 3


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2019E Management Forecasts Over Time Outlook for 2019E has worsened over time as Stratosphere missed forecasts ($ in Millions) FY 2019E % Difference 2+10 (a) 4+8 (b) 6+6 (c) 11+1 (d) 11+1 vs. 2+10 11+1 vs. 4+8 11+1 vs. 6+6 Total Revenue $1,270.0 $1,259.8 $1,256.0 $1,234.2 (2.8%) (2.0%) (1.7%) % Store Comp 0.6% (0.7%) (0.8%) (1.2%) % Total Comp 1.8% 0.4% 0.4% (1.5%) Gross Profit (e) $348.5 $346.3 $343.9 $335.3 (3.8%) (3.2%) (2.5%) % Margin 27.4% 27.5% 27.4% 27.2% Adjusted EBITDA $35.7 $35.1 $31.3 $24.9 (30.2%) (29.0%) (20.2%) % Margin 2.8% 2.8% 2.5% 2.0% a) Source: Management 2019 2+10 Forecast approved by the Board of Directors on May 14, 2019. b) Source: Management internal 2019 4+8 Forecast c) Source: Management 2019 6+6 Forecast approved by the Board of Directors on August 27, 2019. d) Source: Management internal 2019 11+1 Forecast. e) Includes credit card, breakage and other income. Private and Confidential 4


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Comp Sales(a) Performance vs. Forecast Comps underperformed forecasts for 17 of the last 19 observable months 2018 Actual Monthly Comp Store Sales Performance vs. 2018 2+10 Forecast 3.6% 5.4% 5.7% 4.8% 3.9% 5.7% 1.4% 2.3% 1.7% 3.0% 0.8% 2.3% (0.0%) (0.4%) (0.2%) (0.2%) (5.0%)(5.0%) (5.5%) (11.6%) Apr May Jun Jul Aug Sep Oct Nov Dec Jan 2018 2+10 Forecast Actual 2019 Actual Monthly Comp Store Sales Performance vs. Management Five Year Plan (2+10 Forecast for 2019) 11.2% 5.2% 2.8% 4.1% 2.9% 1.5% 3.9% 0.2% 3.2% 4.8% 1.4% 3.7% 0.0% (0.9%) (0.6%) (4.4%) (2.9%) (4.1%) (10.1%) Apr May Jun Jul Aug Sep Oct Nov Dec Jan Management Five Year Plan (2019 2+10 Forecast) Actual a) Comp figures for 2019 represent Store + eCommerce comparable sales. Comp figures for 2018 represent total comp, representative of Store, eCommerce and Licensed comparable sales. Private and Confidential 5


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Retailing Environment Update Private and Confidential 6


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The “Shakeout” Is In Full Swing Selected retailers who have filed, liquidated, shut-down or are distressed July ‘142014 Dec ‘14 2015 * * * * * * * * (a) * * 2016 * * (a) * * * * * (a) 2017 * * * * * * * * *(a) * (a) 2018 * * 2019 * * * * * * * * * Distressed Retailers Note: * indicates liquidated and (a) indicates pure play digital. Red box indicates department store / broadlines retailer. Private and Confidential 7


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In 2019, U.S. Retailers Announced ~9,300 closures • Closures were more than double the number of openings • Excluding Discount and Dollar stores, closures were approximately three times the number of openings 2019 Store Closure Announcements 2,100 800 650 557 512 390 363 261 250 230 222 210 200 200 178 170 150 140 1,719 Total = 9,302 Total (excl. Discount / Dollar) = 7,992 (a) 2019 Store Opening Announcements 975 500 210 200 200 155 150 145 116 100 1,641 Total = 4,392 Total (excl. Discount / Dollar) = 2,672 (a) Source: Coresight h and other publicly available information as of January 2020. a) Discount / Dollar includes Aldi, Dollar General, Dollar Tree, Family Dollar, Five Below, Fred’s and Shopko. Private and Confidential 8


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2019 Preliminary Retail Holiday Overview Online was the bright spot as in-store traffic continued to weaken Holiday Retail Overview • Holiday sales rose 3.4% (including online) as e-commerce sales rose 18.8% over 2018 (Mastercard SpendingPulse) • Full holiday season online sales reached $142.5 billion (Digital Media Solutions) Global digital spending grew 8% to $723 billion, driven by mobile devices • In-store traffic fell 6.1% in December compared to December 2018 (ShopperTrak) • Holiday Survey: 27% spending increased, 56% spending unchanged, 17% spending reduced (Shopify) • Holiday Sales – Apparel: +1.0% overall (11/1 – 12/26) Brick & Mortar: ND Online: +17.0% (Mastercard) • 190 million people (142 million online) shopped during Cyber 5 (b), representing a record number and 14% increase over 2018 (NRF) Black Friday online sales hit a record $7.4 billion, up 19% from 2018 (Adobe) Cyber Monday hit $9.2 billion with the “golden hours of retail” (10PM – 2AM) driving 30% of revenue (Adobe) Sales for the four-day Thanksgiving weekend grew 5.4% to $68.9 billion (Customer Growth Partners) a) Mastercard SpendingPulse. b) Thanksgiving Day through Cyber Monday. c) Digital Media Solutions. d) Mastercard SpendingPulse. Compared to 14.4% and 12.3% in 2018 and 2017, respectively. Holiday Spending YoY Changes (a) 6.8% 5.5% 4.9% 5.1% 4.1% 3.8% 3.2% 3.2% 3.4% 2.3% 2.4% ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘16 ‘17 ‘18 ‘19 (6.4%) Holiday E-Commerce Key Statistics $144B 80% 14.6% Global Online Holiday of traffic driven by E-Commerce percentage Sales Volume (c) mobile devices (a) of total retail sales (d) “E-commerce sales hit a record high this year with more people doing their holiday shopping online. Due to a later than usual Thanksgiving holiday, we saw retailers offering omnichannel sales earlier in the season, meeting consumers’ demand for the best deals across all channels and devices.”—Steve Sadove, former CEO and Chairman of Saks Incorporated Private and Confidential 9


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Mall Traffic in 2019 was ~25+% Lower than in 2013 105 100 2013 2014 95 90 2015 85 2016 80 2018 2017 75 2019 2019 traffic continued to be challenged 70 Jan Feb March April May June July Aug Sep Oct Nov Dec Source: Shoppertrak as of January 13, 2020. Private and Confidential 10


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Updated 1/17/2020 Indication Summary Private and Confidential 11


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Projected Financials – 11+1 Forecast and Five Year Plan (Amounts in Millions, Except Per Share Data) LTM Fiscal Year CAGR Income Statement Data Dec-19 2019B 2020P 2021P 2022P 2023P 2024P FY19-FY24 Total Revenue $1,234.4 $1,234.2 $1,255.5 $1,277.6 $1,297.3 $1,321.5 $1,366.2 2.1% Gross Profit 337.2 335.3 349.6 353.9 358.4 365.4 376.6 2.4 Adj. SG&A 309.3 310.3 312.0 319.7 324.7 330.0 338.5 1.8 Adj. EBITDA 27.9 24.9 37.5 34.2 33.7 35.4 38.1 8.9 Adj. EBIT (0.6) (3.3) 10.2 9.7 12.3 17.0 21.3 NM Diluted EPS ($0.17) ($0.25) $0.00 $0.01 $0.05 $0.12 $0.22 NM Adjusted Diluted EPS ($0.22) ($0.26) $0.02 $0.03 $0.07 $0.15 $0.25 NM Number of Stores 283 283 281 277 274 276 280 Margins Gross Profit 27.3% 27.2% 27.8% 27.7% 27.6% 27.7% 27.6% Adj. EBITDA 2.3 2.0 3.0 2.7 2.6 2.7 2.8 Adj. EBIT (0.0) (0.3) 0.8 0.8 0.9 1.3 1.6 Comparable Sales Store Sales (2.0%) (a) (1.2%) 2.4% 1.5% 1.5% 1.4% 1.5% ECommerce 9.0 (a) (b) (16.3%) (2.3%) 14.4% 13.5% 10.0% 10.0% Total Comp Sales (excl. DSW & LXR) (1.7) (a) (1.5%) 2.2% 1.9% 2.0% 1.8% 1.9% Growth Rates Total Revenue (4.4%) (3.0%) 1.7% 1.8% 1.5% 1.9% 3.4% Adj. EBITDA (32.8%) (36.8) 50.5 (9.0) (1.3) 4.9 7.8 Adj. EBIT (106.6%) NM NM (4.9) 26.2 38.7 25.2 Balance Sheet and Cash Flow Data Cash $8.5 $12.0 $12.0 $12.0 $12.0 $12.0 $12.0 Total Debt 112.4 147.5 129.0 121.6 113.3 104.7 97.8 Depreciation and Amortization 28.5 28.2 27.3 24.4 21.4 18.3 16.8 Cum. FY20-FY24 Capital Expenditures (6.1) (7.7) (10.6) (16.0) (14.8) (15.8) (15.2) (72.4) Change in Net Working Capital (12.5) (3.7) (2.0) (2.7) (1.8) (2.9) (8.8) Free Cash Flow (c) 7.3 7.6 17.8 9.4 10.4 8.7 6.7 60.5 Leverage and Interest Coverage Ratios Adj. Debt / Adj. EBITDAR (d) 7.1 x N/A N/A N/A N/A N/A N/A Total Debt / Adj. EBITDA 4.0 5.9 x 3.4 x 3.6 x 3.4 x 3.0 x 2.6 x Source: Management Five Year Plan and 2019 11+1 Forecast approved by the Special Committee on January 15, 2020. Adjusted EBITDA, EBIT and Diluted EPS exclude store impairments, gain from credit card settlement and pre-opening costs identified by Management. a) Represents year-to-date comparable store sales. b) Represents omni-channel comparable sales, which are not comparable with historical periods. With the rollout of Smart Fulfillment in August 2019 and BOPIS in September 2019, a significant portion of eComm sales have shifted to ship-from-store, and to a lesser extent, BOPIS. As a result, ECommerce comparable sales are down (15.6%) YTD. c) Defined as Cash Flow from Operating Activities less Capital Expenditures. d) Assumes 8.0x rent methodology as it is not yet clear that the lender and credit analyst communities have altered their leverage measurement methodologies for revised lease accounting rules. Private and Confidential 12


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Analysis At Various Prices ($ in Millions, Except Per Share Data) Current Kingswood Market (Public Net Debt) Market (Avg. Net Debt) Market (Private Net Debt) Indication 1/17/2020 1/17/2020 1/17/2020 1/17/2020 Stock Price / Proposed Offer Price $0.69 $0.69 $0.69 $0.75 $0.85 $0.95 $1.05 $1.15 Shares Outstanding (a) 47.6 47.6 47.6 47.6 47.6 47.6 47.6 47.6 Unvested Restricted Stock Units (b) — — — 1.3 1.3 1.3 1.3 1.3 Option Equivalent Shares (c) — — — — — — — — Diluted Shares Outstanding 47.6 47.6 47.6 48.9 48.9 48.9 48.9 48.9 Total Equity Value $32.8 $32.8 $32.8 $36.6 $41.5 $46.4 $51.3 $56.2 Plus: Net Debt 157.3 (d) 136.1 (e) 104.0 (f) 104.0 (f) 104.0 (f) 104.0 (f) 104.0 (f) 104.0 (f) Total Enterprise Value $190.2 $168.9 $136.8 $140.6 $145.5 $150.4 $155.3 $160.1 Premium / (Discount) to: Current Price 1/17/2020 $0.69 — % — % — % 8.7 % 23.2 % 37.7 % 52.2 % 66.7 % 30-Day VWAP 0.68 1.5 1.5 1.5 10.4 25.1 39.8 54.5 69.2 60-Day VWAP 0.71 (2.7) (2.7) (2.7) 5.7 19.8 33.9 48.0 62.1 90-Day VWAP 0.73 (6.1) (6.1) (6.1) 2.1 15.7 29.3 43.0 56.6 180-Day VWAP 0.76 (8.8) (8.8) (8.8) (0.8) 12.4 25.6 38.8 52.1 13-Week High 11/18/2019 0.85 (18.3) (18.3) (18.3) (11.2) 0.6 12.4 24.3 36.1 26-Week High 8/21/2019 0.95 (27.0) (27.0) (27.0) (20.6) (10.1) 0.5 11.1 21.7 52-Week High 2/14/2019 1.23 (43.9) (43.9) (43.9) (39.0) (30.9) (22.8) (14.6) (6.5) 52-Week Low 1/3/2020 0.66 4.5 4.5 4.5 13.6 28.8 43.9 59.1 74.2 Enterprise Value as a Multiple of: Total Revenue LTM (Q3 ‘19)—Public $1,240.6 15.3 % 13.6 % 11.0 % 11.3 % 11.7 % 12.1 % 12.5 % 12.9 % LTM (Dec. ‘19)—Private 1,234.4 15.4 13.7 11.1 11.4 11.8 12.2 12.6 13.0 Adj. EBITDA LTM (Q3 ‘19)—Public $30.0 6.3 x 5.6 x 4.6 x 4.7 x 4.8 x 5.0 x 5.2 x 5.3 x LTM (Dec. ‘19)—Private 27.9 6.8 6.1 4.9 5.0 5.2 5.4 5.6 5.7 FY 2019B (g) 24.9 7.6 6.8 5.5 5.6 5.8 6.0 6.2 6.4 Price as a Multiple of: Diluted Adj. EPS FY 2019B (g) ($0.26) NM NM NM NM NM NM NM NM FY 2020E (g) 0.02 44.0 x 44.0 x 44.0 x 47.8 x 54.2 x 60.5 x 66.9 x 73.3 x a) Total shares outstanding of 47.6M as of January 4, 2020, per Computershare Capital Breakdown Report, which includes 0.6M Restricted Stock Awards, which have voting rights. b) Unvested Restricted Stock Units (RSUs) as of January 6, 2020, which are not included in shares outstanding and have a double trigger change-incontrol provision. c) Assumes treasury stock method with no options in the money as of January 6, 2020. PSUs not included as Total Shareholder Return (TSR) target as of January 20, 2020 has not been achieved. d) Based on cash of $13.0M and total debt of $170.3M as of November 2, 2019 per Company FY 2019 Q3 10-Q filing. e) Based on average month-end net debt balances for the last twelve months from January 2019 through December 2019. f) Based on cash of $8.5M and total debt of $112.4M as of January 4, 2020 per Management 11+1 Forecast. g) Source: Management Five Year Plan approved by the Special Committee on January 15, 2020. 2019 based on Management 11+1 Forecast. Private and Confidential 13


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Volume Weighted Average Price By Range (Shares in Millions) Volume Per Price Range – Last 6 Months Average Daily Volume 0.12 M 3.6 3.9 3.8 2.7 0.6 0.5 — $0.65 $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 ? x < ? x < ? x < ? x < ? x < ? x < ? x $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 % of Total Volume: 23.5% 25.7% 17.9% 25.3% 4.0% 3.5% 0.0% 49% Volume Per Price Range – Last Month Average Daily Volume 0.16 M 2.7 0.8 — — — — — $0.65 $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 ? x < ? x < ? x < ? x < ? x < ? x < ? x $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 % of Total Volume: 77.8% 22.2% 0.0% 0.0% 0.0% 0.0% 0.0% 100% Source: Capital IQ as of January 17, 2020. Volume Per Price Range – Last 3 Months Average Daily Volume 0.13 M 2.8 2.5 1.9 1.4 — — — $0.65 $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 ? x < ? x < ? x < ? x < ? x < ? x < ? x $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 % of Total Volume: 32.7% 28.6% 16.8% 21.9% 0.0% 0.0% 0.0% 61% Volume Per Price Range – CY2020 YTD Average Daily Volume 0.13 M 1.0 0.6 — — — — — $0.65 $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 ? x < ? x < ? x < ? x < ? x < ? x < ? x $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 % of Total Volume: 62.4% 37.6% 0.0% 0.0% 0.0% 0.0% 0.0% 100% Private and Confidential 14


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($ in Millions) Announce Enterprise One Day 30-Day Date Acquirer Target Value Premium Premium Dec-19 Lumos Networks; EQT Partners North State Telecommunications $236.5 29.6% 23.1% Nov-19 ICV Partners Diversified Restaurant Holdings 176.4 123.4% 75.0% Sep-19 Greenbriar Equity Group Arotech Corp. 102.1 32.7% 38.2% Sep-19 Accel-KKR et al. MAM Software Group 152.1 15.4% 13.7% Aug-19 Assurance Global Services Computer Task Group 106.8 33.8% 47.8% Aug-19 Austin Nichols & Co. Castle Brands 263.3 92.1% 136.1% Jun-19 Atlantis Acquisitionco Canada Corp. Hydrogenics Corp. 279.4 (3.1%) 55.3% Jun-19 YANMAR America Corp. ASV Holdings 104.0 332.5% 200.0% Jun-19 Extreme Networks, Inc. Aerohive Networks 198.7 39.5% 25.7% May-19 Vintage Capital Management Liberty Tax 160.8 31.1% 19.9% Apr-19 MTY Food Group, Inc. Papa Murphy’s Holdings 197.4 31.9% 15.8% Apr-19 The Ancora Group J. Alexander’s Holdings 262.4 12.5% 22.7% Apr-19 Cresco Labs CannaRoyalty Corp. 276.6 (54.1%) (41.2%) Mar-19 HEXO Corp. Newstrike Brands 125.0 4.1% (11.6%) Feb-19 Tesla Maxwell Technologies 293.6 96.3% 234.8% Dec-18 Cerberus Capital Management Sparton Corp. 253.9 41.0% 47.8% Nov-18 Altair Engineering Datawatch Corp. 162.6 35.2% 13.9% Oct-18 General Catalyst et al. Intersections 102.6 107.3% 111.5% Oct-18 Z Capital Group; Affinity Gaming Full House Resorts 211.9 79.6% 67.3% Sep-18 Stryker Corp. Invuity 188.7 28.7% 87.3% Aug-18 Moody’s Analytics Maryland Corp. Reis 251.1 32.2% 2.7% Aug-18 The Invus Group et al. Zoe’s Kitchen 295.3 33.4% 27.9% Aug-18 Roark Capital Group; FOCUS Brands Jamba 194.5 16.3% 20.8% Apr-18 NICE Systems, Inc. Mattersight Corp. 105.0 25.6% 17.4% Apr-18 SPX Corp. ELXSI Corp. 152.6 30.4% 29.9% Mar-18 William Morris Endeavor et al. NeuLion 203.0 116.5% 103.9% Mar-18 GP Investimentos Ltda. Bravo Brio Restaurant Group 100.1 16.8% 35.0% Feb-18 AMC Networks, Inc. RLJ Entertainment 163.7 61.5% 59.4% Jan-18 Duravant LLC Key Technology 172.0 50.6% 34.1% Median 32.7% 34.1% Source: FactSet. Represents transactions of $100-$300M in enterprise value with North American targets, in which at least a 50% stake was acquired. Excludes financial services, healthcare, real estate and energy/mining/minerals industries. Private and Confidential 15


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Preliminary Liquidity Observations Private and Confidential 16


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Forecasted January – July 2020 Liquidity Note: Line Cap, as defined in the current Wells Fargo ABL credit agreement, is the lesser of the net ABL Borrowing Base and the Credit Facility Size • Kingswood indicated a minimum available requirement of 32.5% of the Line Cap on January 17, 2020 ($ in Thousands) January, Week Ended February, Week Ended March, Week Ended April, Week Ended Month Ended 24-Jan 31-Jan 7-Feb 14-Feb 21-Feb 28-Feb 6-Mar 13-Mar 20-Mar 27-Mar 3-Apr 10-Apr 17-Apr 30-Apr (a) 31-May (a) 30-Jun (a) 31-Jul (a) Eligible Inventory $213,843 $213,843 $213,843 $226,464 $226,464 $226,464 $226,464 $249,568 $249,568 $249,568 $249,568 $249,568 $249,568 $247,492 $248,876 $236,622 $210,587 Eligible Credit Card Receivables 5,028 5,028 5,028 6,210 6,210 6,210 6,210 9,092 9,092 9,092 9,092 9,092 9,092 10,021 17,943 10,492 9,918 Eligible FF&E 2,803 2,803 2,803 2,803 2,803 2,803 2,803 2,803 2,803 2,803 2,803 2,803 2,803 2,701 2,701 2,701 2,599 Less: Reserves (17,462) (17,462) (17,462) (18,005) (18,005) (18,005) (18,005) (15,505) (15,505) (15,505) (15,505) (15,505) (15,505) (15,661) (15,408) (15,361) (16,494) Net Credit Facility Borrowing Base $204,212 $204,212 $204,212 $217,472 $217,472 $217,472 $217,472 $245,958 $245,958 $245,958 $245,958 $245,958 $245,958 $244,552 $254,112 $234,454 $206,610 Less: Term Loan (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) Line Cap (ABL Credit Facility Borrowing Base) $169,212 $169,212 $169,212 $182,472 $182,472 $182,472 $182,472 $210,958 $210,958 $210,958 $210,958 $210,958 $210,958 $209,552 $219,112 $199,454 $171,610 Net Credit Facility Borrowing Base $204,212 $204,212 $204,212 $217,472 $217,472 $217,472 $217,472 $245,958 $245,958 $245,958 $245,958 $245,958 $245,958 $244,552 $254,112 $234,454 $206,610 Borrowing (152,972) (151,572) (151,872) (166,072) (160,272) (158,440) (157,613) (174,728) (171,378) (153,092) (147,320) (167,219) (153,773) (137,216) (125,989) (120,947)  (128,612) A Excess Above Available Minimum $51,240 $52,640 $52,340 $51,400 $57,200 $59,032 $59,859 $71,230 $74,580 $92,866 $98,638 $78,739 $92,185 $107,336 $128,123 $113,507 $77,998 B KW Minimum Availability Requirement (32.5% of Line Cap) $54,994 $54,994 $54,994 $59,303 $59,303 $59,303 $59,303 $68,561 $68,561 $68,561 $68,561 $68,561 $68,561 $68,104 $71,212 $64,822 $55,773 A—B Comparison to Minimum Avail. Req. ($) ($3,754) ($2,354) ($2,654) ($7,903) ($2,103) ($271) $556 $2,669 $6,019 $24,305 $30,077 $10,178 $23,624 $39,231 $56,912 $48,684 $22,225 Comparison to Minimum Avail. Req. (%) -2.2% -1.4% -1.6% -4.3% -1.2% -0.1% 0.3% 1.3% 2.9% 11.5% 14.3% 4.8% 11.2% 18.7% 26.0% 24.4% 13.0% Memo: Adjusted EBITDA (b) ($4,612) ($6,754) $10,946 $12,250 $5,049 $7,406 ($1,372) Source: 13-Week Cash Flow Forecast as of January 21, 2020 and Company’s preliminary 2020 monthly budget as of January 16, 2020. a) Month-end borrowing base calculation represents projected certificate from the third Monday of the previous month. b) Monthly Adjusted EBITDA per Management internal 2019 11+1 Forecast and Company’s preliminary 2020 monthly budget as of January 16, 2020. Private and Confidential 17


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Historical and Projected Availability as a % of Line Cap 2018A (a) 2019A 2020E Minimum Availability Requirement (32.5%) 32.5% February and July are typically liquidity low points February March April May June July Source: Historical borrowing base calculations and Company’s preliminary 2020 monthly budget as of January 16, 2020. a) Calculated using $50M Wells Fargo FILO Term Loan. Replaced by the Gordon Brothers $35M term loan in August 2018. Private and Confidential 18

Exhibit 99(C)(6)

 

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Project Stratosphere Discussion Materials January 27, 2020 AN AFFILIATE OF


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Disclaimer The following pages contain material provided to the Board of Directors (the “Board of Directors”) of Stein Mart, Inc. (the “Company”) by PJ Solomon, L.P. and its affiliates, including, without limitation, PJ Solomon Securities, LLC (collectively, “PJ Solomon” or “Solomon”) in connection with Project Stratosphere. These materials were prepared on a confidential basis in connection with an oral presentation to the Board of Directors and not with a view toward complying with the disclosure standards under state or federal securities laws or otherwise. These materials are solely for use of the Board of Directors in its evaluation of the proposed transaction and may not be used for any other purpose or disclosed to any party without PJ Solomon’ prior written consent. The information contained in this presentation was based solely on publicly available information or information furnished to PJ Solomon by the Company. PJ Solomon has relied, without independent investigation or verification, on the accuracy, completeness and fair presentation of all such information and the conclusions contained herein are conditioned upon such information (whether written or oral) being accurate, complete and fairly presented in all respects. This presentation includes certain statements, estimates and projections provided by the Company with respect to the historical and anticipated future performance of the Company. Such statements, estimates and projections contain or are based on significant assumptions and subjective judgments made by the Company’s management. None of PJ Solomon, its affiliates or its or their respective employees, directors, officers, contractors, advisors, members, successors or agents makes any representation or warranty in respect of the accuracy, completeness or fair presentation of any information, projections or any conclusion contained herein. PJ Solomon, its affiliates and its and their respective employees, directors, officers, contractors, advisors, members, successors and agents shall have no liability with respect to any information, projections or matter contained herein, or any oral information provided herewith or data any of them generates. The information contained herein should not be assumed to have been updated at any time subsequent to date shown on the first page of the presentation and the delivery of the presentation does not constitute a representation by PJ Solomon that such information will be updated at any time after the date of the presentation. Neither PJ Solomon nor any of its affiliates is an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction. The Company acknowledges that PJ Solomon is an affiliate of Natixis, a global full service commercial and investment bank. Private and Confidential


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Table of Contents SECTION I Process Summary to Date 3 II Retailing Environment Update 10 III Market Perspective 14 IV Financial Performance 19 V Updated 1/22/2020 Indication Summary 24 VI Valuation Summary 27 VII Process Timeline 35 APPENDIX 37 A Preliminary Liquidity Observations 38 B Additional Analyses 41 Private and Confidential


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Process Summary to Date


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2018 Process Summary • In January 2018, PJ Solomon (“PJS”) conducted a process to evaluate strategic alternatives for Stratosphere, including a potential sale 19 parties in total were contacted, of which 5 signed NDAs and 4 received data room access Firm A, a private equity fund, initially submitted a preliminary indication of interest and met with the Management team, but offered no price or structural specifics All other parties contacted declined to submit an offer for an acquisition of Stratosphere • With no buyers emerging from the initial outreach, PJS advised the Special Committee on securing a $50 million FILO Loan from Gordon Brothers in March 2018 to provide the Company with liquidity to operate • PJS also ran a Tailored Capital Process to raise $100 million through an equity-linked term loan in March 2018 and ultimately received one proposal for a $60-70 million Senior Secured Term Loan from Firm A, which was “off-market” in the judgement of PJS • On May 1, 2018, Firm A, together with operating partner [Third Party], contacted the Special Committee revisiting their interest in buying the whole company (closing stock price was $2.04 per share on that date) Firm A met the Special Committee and PJS on May 3, 2018, to discuss their views on the Company’s valuation and the acquisition opportunity indicated that subject to further diligence, they (together with Jay Stein) were willing to pay $2.25 to $2.50 per share to acquire 100% of Stratosphere However, on May 7, 2018, Firm A called to say they did not see a take-private deal as possible at the current market price ($2.48 per share) and instead reverted to the refinancing solution, which, again, PJS did not view as a viable solution and thought was not in the best interest of the shareholders Private and Confidential 4


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2018 – 2019 Process Summary Financing • In August 2018, PJS ran a marketing process to refinance Stratosphere’s ABL Facility, but ultimately negotiated with its incumbent lenders, Wells Fargo and Gordon Brothers to increase the advance rates and right-size its existing credit facility to reduce interest expense and increase Excess Availability Strategic Alternatives – 2019 • On March 28, 2019, Moelis, Jay Stein’s investment bank, relayed to PJS that Jay Stein was potentially interested in taking Stratosphere private and that they had reached out to several potential equity partners using public information Moelis identified three parties (Kingswood, [Third Party] and Firm B), which expressed serious interest • On April 2, 2019, PJS communicated to Moelis that the Special Committee would control discussions with any potential third-party acquirors, as well as the dissemination of any necessary confidential information • On April 5, 2019, Moelis called PJS to convey that Jay Stein had agreed to: Sign an NDA to receive confidential information, distinct from those sent to the private equity firms Forgo contact with any potential debt or equity investors (without prior Special Committee approval) Roll his shares as part of a take-private of Stratosphere Follow a sale process led by the Special Committee Subject any take-private deal to an approval vote by the majority of the disinterested shareholders(a) • On April 5, 2019, PJS reached out to the three initial private equity firms to discuss process and rules of the road • The Special Committee held a telephone meeting with PJS and Foley on April 11, 2019, to discuss inbound interest conveyed through Jay Stein and subsequently shared by Moelis, Jay Stein’s advisor, to PJS Private and a) Moelis noted, however, that if Jay Stein ends up selling his shares, he would want to retain his voting rights. Confidential 5


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2019 Process Summary Process • PJS began contacting the strategic and financial buyer universe on April 15, 2019 71 parties were contacted (13 strategics and 58 financial sponsors), of which Moelis had previously contacted 30 29 parties requested an NDA (41% of buyers contacted) • 16 parties executed an NDA and, after May 7, 2019, received data room access and the public company “wrapper” (55% of buyers who received an NDA / 23% of buyers contacted) The parties also received a Process Letter which requested Indications of Interest (“IOI”) by May 30, 2019 13 parties declined after executing NDAs • On May 30, 2019, two parties, Firm B and Kingswood, submitted IOIs which proposed $1.20 and $1.50 purchase prices per share, respectively [Third Party] did not submit an IOI but verbally indicated it was interested in being matched with an equity partner Strategic Buyers Financial Sponsors Total Contacted 13 58 71 Signed NDA / Received Data Room 2 14 16 Access and Wrapper Received Process Letter 2 12 14 Submitted IOI 0 2 2 Private and Confidential


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2019 Process Summary (Cont’d) • After deliberating and evaluating the IOIs, the Special Committee decided to grant Firm B and Kingswood further access to Management and Company information to continue due diligence • Both Firm B and Kingswood traveled to Jacksonville for Management meetings on June 18-19, 2019, and conducted extensive diligence over the next two months, leading up to a July 24, 2019, bid deadline Additionally, both parties had multiple calls with Jay Stein and Moelis, chaperoned by PJS, to provide updates on their respective diligence processes • PJS sent a Process Letter on July 17, 2019, to both parties asking for a Letter of Intent (“LOI”, “Reaffirmed Proposal”) on July 24, 2019 • On July 22, 2019, Firm B submitted a presentation to PJS intended for the Special Committee detailing its findings from its diligence process (which PJS shared with the Special Committee on July 23, 2019) Firm B noted in the presentation that it had spent considerable time and resources evaluating Stratosphere and the transaction, but that, because of the continued pressure on the Company’s financials and the inability of Stratosphere’s Management to improve performance, Firm B would need to employ additional resources to understand the Company and create a strategy for improving the business As a result, Firm B asked the Special Committee to pay for an estimated $550,000 of intensive third-party consulting workstreams over the course of four to six weeks to further understand Firm B’s questions and identify a go-forward strategy for improving the business Firm B confirmed that it would need the compensation and to complete this diligence before it would consider whether or not it would put forth an LOI and confirmed it would not be submitting one by the July 24, 2019, deadline • On July 24, 2019, PJS received one LOI from Kingswood Kingswood reduced its purchase price to $1.10 from $1.50 per share in its IOI The purchase price was based on a 21% premium to trailing VWAP since Stratosphere’s then most recent earnings release Kingswood planned on financing its portion of the equity through a new fund or its existing relationship with Global Endowment Management (“GEM”) Kingswood asked for exclusivity until the earlier of signing a definitive agreement or August 30, 2019 Private and


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2019 Process Summary (Cont’d) • The Special Committee, advised by PJS, analyzed and discussed the LOI and decided to grant Kingswood exclusivity after PJS (i) negotiated an increase in price to $1.15 per share and (ii) spoke with Kingswood’s placement agent (M20) to ensure it would raise its $100 million inaugural fund in August 2019 Kingswood • On August 1, 2019, Stratosphere entered into exclusivity with Kingswood At the time, the prevailing projections were the “4+8” forecast indicating FY 2019E Adj. EBITDA of $35.1 million • On the same day, PJS sent Foley-prepared drafts of the Merger Agreement, Disclosure Schedules, Voting Agreement and Guarantee to Kingswood • From August 6-8, 2019, Kingswood and its new Operating Partner [third Party] traveled to Jacksonville to conduct on-site diligence, which included meetings with key Management and a store visit • Following the on-site diligence meetings, Kingswood hired several advisors including Goodwin Procter (Legal), Aon (Insurance & Benefits), Alix Partners (Operational) and A&G (Real Estate) • On August 27, 2019, the full Stratosphere Board of Directors (excluding Jay Stein) approved the 6+6 projections and the revised Five Year Plan, which PJS thereafter sent to Kingswood; the 6+6 indicated revised FY 2019E Adj. EBITDA of $31.3 million • On August 30, 2019, Kingswood sent Stratosphere’s advisors a markup of the Merger Agreement • Foley sent a revised draft of the Merger Agreement on September 7, 2019, which, among other revisions, reinstated the provision to make the transaction contingent on approval of the majority of the disinterested shareholders • In several subsequent conversations between PJS and Kingswood on the open points in the Merger Agreement, PJS insisted on keeping the transaction contingent on approval of the majority of the disinterested shareholders, which led to the parties breaking off discussions • In October 2019, after hiring a new Operating Partner [Third Party], Kingswood and the Company decided to re-engage [Third Party] met with Management in-person in Jacksonville on October 7-8, 2019 and then visited stores in Dallas on November 7, 2019 and in Orlando on November 20, 2019 Private and Confidential 8


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2019 Process Summary (Cont’d) • As Kingswood continued its diligence, several key issues arose: Stratosphere’s financial performance continued to deteriorate, ultimately revising its year end Adj. EBITDA down to $24.9 million from $31.3 million in its 6+6 Board-approved plan Kingswood believed several agreements signed by Management (e.g., Vendor) were expensive and not additive to the business Kingswood vocalized concerns over the large severance liability for the 11 EVPs / SVPs and 24 VPs, currently estimated at ~$11 million of impact (according to the buyers) • Following a weak November, Kingswood decided to slow the process to be able to observe December performance In November, actual adjusted Adj. EBITDA was ($4.9) million vs. the 6+6 projection of ($0.5) million In December, actual adjusted Adj. EBITDA was $18.0 million vs. the 6+6 projection of $21.7 million • After this poor performance, Management reforecasted its FY 2019E estimate (11+1) and created an updated version of the 5 Year Plan which was approved by the Special Committee on January 15, 2020 • In the interim, Kingswood sent drafts of key transaction documentation including the Merger Agreement, Voting Agreement, Equity and Debt Commitments and Rollover Agreement as it progressed on non-value workstreams • On January 17, 2020, PJS received an email from Kingswood detailing their response on the three remaining open items in the draft Merger Agreement: $0.75 per share purchase price, Excess Availability at close of 32.5% of the ABL Loan Cap and 5% equity value parent / Company termination fee • On January 20, 2020, the Special Committee rejected the $0.75 per share purchase price with no counter-offer provided as it determines what, if any, next steps are to be taken • On January 22, 2020, Kingswood reached out to PJS to raise its purchase price to $0.85 per share and provided PJS with its executed Debt Commitments with Wells Fargo and Pathlight The debt commitment agreements indicated that minimum Excess Availability at close would be $75 million Kingswood informed PJS on January 24, 2020, that its revised Debt Commitments would include a minimum Excess Availability at close of 35% of the Loan Cap and that the Merger Agreement’s Material Adverse Effect clause would reflect the same 35% Private and Confidential 9


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Retailing Environment Update


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The “Shakeout” is in Full Swing Selected retailers who have filed, liquidated, shut-down or are distressed July ‘142014 Dec ‘14 2015 * * * * * * * * (a) * * 2016 * * (a) * * * * * (a) 2017 * * * * * * * * *(a) * (a) 2018 * * 2019 2020 * * * * * * * * * * Distressed Retailers Note: * indicates liquidated and (a) indicates pure play digital. Red box indicates department store / broadlines retailer. Confidential


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In 2019, U.S. Retailers Announced ~9,300 closures • Closures were more than double the number of openings • Excluding Discount and Dollar stores, closures were approximately three times the number of openings 2019 Store Opening Announcements 975 500 210 200 200 155 150 145 116 100 1,641 Total = 4,392 Total (excl. Discount / Dollar) = 2,672 (a) Source: Coresight h and other publicly available information as of January 2020. a) Discount / Dollar includes Aldi, Dollar General, Dollar Tree, Family Dollar, Five Below, Fred’s and Shopko. Private and Confidential 12


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Mall Traffic in 2019 was ~25+% Lower than in 2013 105 100 2013 2014 95 90 2015 85 2016 80 2018 2017 75 2019 2019 traffic continued to be challenged 70 Jan Feb March April May June July Aug Sep Oct Nov Dec Source: Shoppertrak as of January 13, 2020. Private and Confidential 13


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Market Perspective


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Stratosphere Summary Capitalization and Market Data (Amounts in Millions, Except Per Share Data) Stock Information Financial Information Credit Statistics Ticker Symbol STRAT Fiscal Year End Feb 2, 2019 As of Stock Exchange NasdaqGS LTM Date—Public Nov 2, 2019 Dec-19 (b) Stock Price as of 1/24/20 $0.66 LTM Date—Private Jan 4, 2020 Adj. Debt / Adj. EBITDAR (c) 7.1 x Total Debt / Adj. EBITDA 4.0 x 52-Week Stock Price LTM Revenue (Q3 ‘19)—Public $1,240.6 Net Debt / Adj. EBITDA 3.7 x High 2/14/19 $1.23 LTM Revenue (Dec. ‘19)—Private (b) 1,234.4 Adj. EBITDA / Interest, Net 3.0 x Low 1/3/20 0.66 LTM Adj. EBITDA (Q3 ‘19)—Public 30.0 LTM Adj. EBITDA (Dec. ‘19)—Private (b) 27.9 5-Year Stock Price FY 2019B Adj. EBITDA—Private (b) 24.9 High 2/26/15 $16.46 Total Debt / Total Capitalization 78.1% Low 2/8/18 0.51 LTM Adj. EPS (Q3 ‘19)—Public ($0.17) Net Debt / Net Capitalization 76.7% FY 2019B Adj. EPS—Private (b) (0.26) Average Daily Volume (3 Mo.) 0.1 FY 2020E Adj. EPS—Private (b) 0.02 Shares Sold Short 3.1 FY 2021E Adj. EPS—Private (b) 0.03 Short Int. as % of Public Float (a) 9.5% Market Capitalization and Firm Value Market Valuation Beneficial Ownership by Category (g) Stock Price as of 1/24/20 $0.66 Enterprise Value as a Multiple of: Beneficial Percent of Shares Outstanding (d) 47.6 LTM Revenue (Q3 ‘19)—Public 15.2% Ownership Total Option Equivalent Shares (e) — LTM Adj. EBITDA (Q3 ‘19)—Public 6.3 x Jay Stein 15.3 31.1% Equity Value $31.5 FY 2019B Adj. EBITDA—Private (b) 7.6 x Other Insiders 2.1 4.3% Plus: Total Debt (f) 170.3 Stock Price as a Multiple of: Top 10 Institutions 2.9 5.9% Less: Cash & Cash Equivalents (13.0) FY 2020E Adj. EPS—Private (b) 31.4 x Public and Other 28.9 58.7% Enterprise Value $188.8 FY 2021E Adj. EPS—Private (b) 22.0 x Total 49.2 100.0% a) Excludes shares beneficially owned by Jay Stein. b) Source: Management Five Year Plan approved by the Special Committee on January 15, 2020, Management internal 2019 11+1 Forecast as of January 15, 2020 and Management preliminary 2020 monthly budget as of January 16, 2020. c) Assumes 8.0x rent methodology as it is not yet clear that the lender and credit analyst communities have altered their leverage measurement methodologies for revised lease accounting rules. d) Total shares outstanding of 47.6M as of January 4, 2020. Excludes 62K RSUs which vested on January 22, 2020. Source: Computershare Capital Breakdown Report. e) Assumes the treasury stock method with no options in the money. f) Total financial debt – does not include operating lease liabilities. As of November 2, 2019 per Company FY 2019 Q3 10-Q filing. g) Includes exercisable options held by directors and executive officers. Source: Company’s Proxy Statement dated May 7, 2019. Private and Confidential 15


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Stock Price Performance Stock Price Performance (January 24, 2017 – January 24, 2020) $ 8.00 Median March 2018: Stratosphere 3-Yr 2-Yr 6-Mo January 2017: Hunt announces stronger $1.20 $0.82 $0.76 $ 6.00 Hawkins takes over than expected earnings; September 2018: Wells as permanent CEO closes new $50mm term Fargo, Gordon Brothers loan facility amend and upsize May 2019: Stratosphere Stratosphere ABL announces installment $ 4.00 March 2017: facility to $275mm of self-service Amazon Suspends lockers in nearly 200 quarterly dividend stores $ 2.00 $0.66 $ 0.00 Jan-17 Jan-18 Jan-19 Jan-20 Indexed Stock Performance (January 24, 2017 – January 24, 2020) 100% Stratosphere Select Broadlines(a) Off-Price(b) S&P Adjusted Retail (c) Note: Select Broadlines does not 84.6% ) ge Bon-Ton include Sears, due to Gordmans the fact they and 57.1% an 50% entered bankruptcy during this Ch period (% ce 0% an rform (10.5%) Pe (50%) e Pric (83.2%) (100%) Jan-17 Jan-18 Jan-19 Jan-20 Source: Capital IQ as of January 24, 2020. a) Comprised of JWN, M, KSS, DDS, JCP, SSI and CATO. b) Comprised of CTRN, ROST, TJX, BURL and FIVE. c) Comprised of AAP, AN, AZO, BBBY, BBY, KMX, DG, DLTR, FL, GPC, KSS, JWN, ROST, SIG, TGT, GPS, TJX, TIF, ULTA, URBN, TSCO, ORLY, LB, LKQ, M, HD and LOW. Private and Confidential 16


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Operating Performance Off-Price retailers’ growth and margins generally exceed those of Broadlines Same Store Sales Last two fiscal years Select Broadlines Off—Price stacked Two-Year Median: (0.5%) Two-Year Median: 8.0% Last quarter two-year Two-Quarter Median: 2.9% Two-Quarter Median: 7.7% stacked 14.6% 10.4% 8.0% 8.0% 11.0% 7.7% 8.0% 7.1% 5.0% 6.6% 6.1% 1.9% 1.2% 3.2% 2.9% 2.5%ND 2.0% 3.0% 3.2% (0.5%) (0.2%) (3.0%) (5.5%) (6.6%) (9.7%) (12.0%) (12.0%) STRAT. STRAT. KSS (a) JWN (a) DDS M (a) JCP (a) SSI (b) CATO FIVE (a) ROST TJX BURL (a) CTRN (Stores) (Total) LTM Adj. EBITDA Margin Select Broadlines Off—Price Median: 6.5% Median: 11.9% 15.5% 14.1% 11.9% 11.8% 10.6% 10.1% 9.0% 6.5% 6.3% 5.3% 4.5% 2.3% 1.0% STRAT. KSS M JWN DDS CATO JCP SSI ROST FIVE BURL TJX CTRN Source: Company filings. Note: Medians excludes Stratosphere. a) Comparable store sales for these companies are calculated inclusive of eCommerce / Digital sales. b) Comparable department store sales for SSI are calculated inclusive of eCommerce / Digital sales, while its Off-Price comparable sales are not calculated inclusive of eCommerce / Digital sales. Private and Confidential 17


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Relative Stock Price Performance Given divergent performance trends, Off-Price stores’ stocks outperformed Broadlines’ 1 Year Select Broadlines Off—Price 311.6% Median: (24.4%) Median: 25.7% 32.0% 26.9% 25.7% 9.9% 4.2% NA NA 11.9% (17.2%) (4.3%) (40.9%) (31.5%) (33.4%) (37.8%) (54.3%) STRAT. SSI DDS CATO JWN M KSS JCP Sears (a) Bon-Ton (a) Gordman’s BURL ROST TJX CTRN FIVE 3 Years Select Broadlines Off—Price Median: (42.4%) Median: 75.1% 201.4% 164.1% 75.1% 64.1% 22.5% 14.5% 13.0% 34.6% (14.0%) (40.8%) (44.0%) (83.2%) (88.5%) (97.3%) (99.0%) (100.0%) STRAT. DDS SSI KSS JWN CATO M JCP Sears (a) Bon-Ton (a) Gordman’s FIVE BURL ROST TJX CTRN 5 Years Select Broadlines Off—Price Median: (78.9%) 327.8% Median: 143.1% 245.2% 143.1% 79.6% (25.9%) (40.5%) (50.4%) (64.3%) (74.6%) (4.7%) (95.5%) (83.2%) (89.6%) (99.3%) (99.8%) (100.0%) STRAT. KSS DDS JWN CATO M SSI JCP Sears (a) Bon-Ton (a) Gordman’s BURL FIVE ROST TJX CTRN Source: Capital IQ as of January 24, 2020. Note: Medians excludes Stratosphere. a) Over-the-counter trading value – potentially represents reconstituted equity. Private and Confidential 18


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Financial Performance Private and Confidential


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Historical Financials (Amounts in Millions, Except Per Share Data) Fiscal Year LTM LTM CAGR Income Statement Data 2014A 2015A 2016A 2017A 2018A Oct-19 Dec-19 FY14-FY18 Total Revenue $1,323.7 $1,367.0 $1,374.6 $1,332.6 $1,272.7 $1,240.6 $1,234.4 (1.0%) Gross Profit 392.8 392.4 373.1 344.9 352.9 341.1 337.2 (2.6) Adj. SG&A 305.7 315.7 328.5 337.3 313.4 311.1 309.3 0.6 Adj. EBITDA 87.0 76.7 44.6 7.6 39.5 30.0 27.9 (17.9) Adj. EBIT 53.9 43.8 8.4 (26.9) 7.3 1.1 (0.6) (39.4) Diluted EPS $0.59 $0.51 $0.01 ($0.52) ($0.13) ($0.14) ($0.17) NM Adjusted Diluted EPS $0.68 $0.54 $0.07 ($0.43) ($0.10) ($0.17) ($0.22) NM Number of Stores 270 278 290 293 287 283 283 Margins Gross Profit 29.7% 28.7% 27.1% 25.9% 27.7% 27.5% 27.3% Adj. EBITDA 6.6 5.6 3.2 0.6 3.1 25.1 2.3 Adj. EBIT 4.1 3.2 0.6 (2.0) 0.5 2.4 (0.0) Comparable Sales Store Sales N/A N/A N/A (7.1%) (2.6%) (2.3%) (a) (2.0%) (a) ECommerce N/A N/A N/A 33.5 38.8 10.2 (a) (b) 9.0 (a) (b) Total Comp Sales (excl. DSW & LXR) 3.3% 1.0% (3.8%) (5.5) (1.1) (1.9) (a) (c) (1.7) (a) (c) Growth Rates Total Revenue 4.8% 3.3% 0.6% (3.1%) (4.5%) (5.8%) (4.4%) Adj. EBITDA 65.5 (11.9) (41.9) (82.9) 418.4 (27.2) (32.8) Adj. EBIT 2.5 (18.7) (80.7) NM NM (87.9) NM Balance Sheet and Cash Flow Data Cash $65.3 $11.8 $10.6 $10.4 $9.0 $13.0 $8.5 Total Debt — 190.2 181.8 156.1 153.3 170.3 112.4 Depreciation and Amortization 29.1 29.9 32.6 32.3 32.4 21.2 28.5 Cum. FY14-YTD19 Capital Expenditures (40.2) (44.4) (42.4) (21.2) (9.0) (6.8) (6.1) ($163.3) Change in Net Working Capital (14.1) (18.5) 17.0 32.9 (25.4) (4.5) (12.5) Free Cash Flow (d) 12.2 (6.0) 18.2 26.5 (0.1) 17.8 7.3 58.2 Leverage and Interest Coverage Ratios Adj. Debt / Adj. EBITDAR (e) 3.8 x 5.4 x 6.9 x 9.1 x 6.8 x 7.4 x 7.1 x Total Debt / Adj. EBITDA — 2.5 4.1 20.5 3.9 5.7 4.0 Note: Stratosphere paid a $5.00 / share special dividend in FY 2015. Source: Company Management and SEC filings. LTM includes results through October per publicly available financials and through December per Company internal financials. a) Represents year-to-date comparable store sales. b) Represents omni-channel comparable sales, which are not comparable with historical periods. With the rollout of Smart Fulfillment in August 2019 and BOPIS in September 2019, a significant portion of ECommerce sales have shifted to ship-from-store, and to a lesser extent, BOPIS. As a result, ECommerce comparable sales are down (15.6%) as of December YTD. c) Represents Total Comp, inclusive of leased departments (DSW & LXR). d) Defined as Cash Flow from Operating Activities less Capital Expenditures. e) Assumes 8.0x rent methodology as it is not yet clear that the lender and credit analyst communities have altered their leverage measurement methodologies for revised lease accounting rules. Private and Confidential 20


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FY 2019E Management Forecasts Over Time Outlook for FY 2019E has worsened over time as Stratosphere missed forecasts ($ in Millions) FY 2019E % Difference 2+10 (a) 4+8 (b) 6+6 (c) 11+1 (d) 11+1 vs. 2+10 11+1 vs. 4+8 11+1 vs. 6+6 Total Revenue $1,270.0 $1,259.8 $1,256.0 $1,234.2 (2.8%) (2.0%) (1.7%) % Store Comp 0.6% (0.7%) (0.8%) (1.2%) % Total Comp (excl. DSW & LXR) 1.5% (0.0%) (0.1%) (1.8%) Gross Profit (e) $348.5 $346.3 $343.9 $335.3 (3.8%) (3.2%) (2.5%) % Margin 27.4% 27.5% 27.4% 27.2% Adjusted EBITDA $35.7 $35.1 $31.3 $24.9 (30.2%) (29.0%) (20.2%) % Margin 2.8% 2.8% 2.5% 2.0% Prevailing forecast when Kingswood submitted revised LOI at $1.15 / share a) Source: Management 2019 2+10 Forecast approved by the Board of Directors on May 14, 2019. b) Source: Management internal 2019 4+8 Forecast. c) Source: Management 2019 6+6 Forecast approved by the Board of Directors on August 27, 2019. d) Source: Management internal 2019 11+1 Forecast. e) Includes credit card, breakage and other income. Private and Confidential 21


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Comp Sales(a) Performance vs. Forecast Comps underperformed forecasts for 17 of the last 19 observable months 2018 Actual Monthly Comp Store Sales Performance vs. 2018 2+10 Forecast 3.6% 5.4% 5.7% 4.8% 3.9% 5.7% 1.4% 2.3% 1.7% 3.0% 0.8% 2.3% (0.0%) (0.4%) (0.2%) (0.2%) (5.0%)(5.0%) (5.5%) (11.6%) Apr May Jun Jul Aug Sep Oct Nov Dec Jan 2018 2+10 Forecast Actual 2019 Actual Monthly Comp Store Sales Performance vs. Management Five Year Plan (2+10 Forecast for 2019) 11.2% 5.2% 2.8% 4.1% 2.9% 1.5% 3.9% 0.2% 3.2% 4.8% 1.4% 3.7% 0.0% (0.9%) (0.6%) (4.4%) (2.9%) (4.1%) (10.1%) Apr May Jun Jul Aug Sep Oct Nov Dec Jan Management Five Year Plan (2019 2+10 Forecast) Actual a) Comp figures for 2019 represent Store + eCommerce comparable sales. Comp figures for 2018 represent total comp, representative of Store, eCommerce and Licensed comparable sales. Private and Confidential 22


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Projected Financials – 11+1 Forecast and Five Year Plan (Amounts in Millions, Except Per Share Data) LTM Fiscal Year CAGR Income Statement Data Dec-19 2019B 2020P 2021P 2022P 2023P 2024P FY19-FY24 Total Revenue $1,234.4 $1,234.2 $1,254.8 $1,277.6 $1,297.3 $1,321.5 $1,366.2 2.1% Gross Profit 337.2 335.3 348.8 353.9 358.4 365.4 376.6 2.4 Adj. SG&A 309.3 310.3 311.2 319.7 324.7 330.0 338.5 1.8 Adj. EBITDA 27.9 24.9 37.5 34.2 33.7 35.4 38.1 8.9 Adj. EBIT (0.6) (3.3) 10.2 9.7 12.3 17.0 21.3 NM Diluted EPS ($0.17) ($0.25) ($0.00) $0.01 $0.05 $0.12 $0.22 NM Adjusted Diluted EPS ($0.22) ($0.26) $0.02 $0.03 $0.07 $0.15 $0.25 NM Number of Stores 283 283 281 277 274 276 280 Margins Gross Profit 27.3% 27.2% 27.8% 27.7% 27.6% 27.7% 27.6% Adj. EBITDA 2.3 2.0 3.0 2.7 2.6 2.7 2.8 Adj. EBIT (0.0) (0.3) 0.8 0.8 0.9 1.3 1.6 Comparable Sales Store Sales (2.0%) (a) (1.2%) 2.5% 1.5% 1.5% 1.4% 1.5% ECommerce 9.0 (a) (b) (16.3) (4.2) 14.4 13.5 10.0 10.0 Total Comp Sales (excl. DSW & LXR) (1.7) (a) (c) (1.8) 2.2 1.9 2.0 1.8 1.9 Growth Rates Total Revenue (4.4%) (3.0%) 1.7% 1.8% 1.5% 1.9% 3.4% Adj. EBITDA (32.8) (36.8) 50.5 (9.0) (1.3) 4.9 7.8 Adj. EBIT NM NM NM (4.9) 26.2 38.7 25.2 Balance Sheet and Cash Flow Data Cash $8.5 $12.0 $12.0 $12.0 $12.0 $12.0 $12.0 Total Debt 112.4 147.5 129.0 121.6 113.3 104.7 97.8 Depreciation and Amortization 28.5 28.2 27.3 24.4 21.4 18.3 16.8 Cum. FY20-FY24 Capital Expenditures (6.1) (7.7) (10.6) (16.0) (14.8) (15.8) (15.2) (72.4) Change in Net Working Capital (12.5) (3.7) 1.8 (2.7) (1.8) (2.9) (8.8) Free Cash Flow (d) 7.3 7.6 21.6 9.4 10.4 8.7 6.7 56.8 Leverage and Interest Coverage Ratios Adj. Debt / Adj. EBITDAR (e) 7.1 x N/A N/A N/A N/A N/A N/A Total Debt / Adj. EBITDA 4.0 5.9 x 3.4 x 3.6 x 3.4 x 3.0 x 2.6 x Source: Management Five Year Plan approved by the Special Committee on January 15, 2020, Management internal 2019 11+1 Forecast as of January 15, 2020 and Management preliminary 2020 budget as of January 16, 2020. Note: Adjusted EBITDA, EBIT and Diluted EPS exclude store impairments, gain from credit card settlement and pre-opening costs identified by Management. a) Represents year-to-date comparable store sales. b) Represents omni-channel comparable sales, which are not comparable with historical periods. With the rollout of Smart Fulfillment in August 2019 and BOPIS in September 2019, a significant portion of ECommerce sales have shifted to ship-from-store, and to a lesser extent, BOPIS. As a result, ECommerce comparable sales are down (15.6%) as of December YTD. c) Represents Total Comp, inclusive of leased departments (DSW & LXR). d) Defined as Cash Flow from Operating Activities less Capital Expenditures. e) Assumes 8.0x rent methodology as it is not yet clear that the lender and credit analyst communities have altered their leverage measurement Private and methodologies for revised lease accounting rules. Confidential 23


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Updated 1/22/2020 Indication Summary


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Analysis at Various Prices ($ in Millions, Except Per Share Data) Current Kingswood Market (Public Net Debt) Market (Avg. Net Debt) Market (Private Net Debt) Revised Indication 1/24/2020 1/24/2020 1/24/2020 1/22/2020 Stock Price / Proposed Offer Price $0.66 $0.66 $0.66 $0.85 $0.90 $1.00 $1.15 Shares Outstanding (a) 47.6 47.6 47.6 47.6 47.6 47.6 47.6 Unvested Restricted Stock Units (b) — — — 1.3 1.3 1.3 1.3 Option Equivalent Shares (c) — — — — — — — Diluted Shares Outstanding 47.6 47.6 47.6 48.9 48.9 48.9 48.9 Total Equity Value $31.5 $31.5 $31.5 $41.5 $44.0 $48.9 $56.2 Plus: Net Debt 157.3 (d) 136.8 (e) 104.0 (f) 104.0 (f) 104.0 (f) 104.0 (f) 104.0 (f) Total Enterprise Value $188.8 $168.3 $135.5 $145.5 $147.9 $152.8 $160.1 Premium / (Discount) to: Current Price 1/24/2020 $0.66 — % — % — % 28.4 % 36.0 % 51.1 % 73.7 % 30-Day VWAP 0.68 (2.0) (2.0) (2.0) 25.8 33.2 48.0 70.2 60-Day VWAP 0.69 (4.7) (4.7) (4.7) 22.3 29.5 43.9 65.5 90-Day VWAP 0.73 (8.7) (8.7) (8.7) 17.2 24.1 37.9 58.6 180-Day VWAP 0.75 (11.8) (11.8) (11.8) 13.3 20.0 33.3 53.3 52-Week High 2/14/2019 1.23 (46.2) (46.2) (46.2) (30.9) (26.8) (18.7) (6.5) 52-Week Low 1/3/2020 0.66 0.3 0.3 0.3 28.8 36.4 51.5 74.2 Enterprise Value as a Multiple of: Total Revenue LTM (Q3 ‘19)—Public $1,240.6 15.2 % 13.6 % 10.9 % 11.7 % 11.9 % 12.3 % 12.9 % LTM (Dec. ‘19) (g) 1,234.4 15.3 13.6 11.0 11.8 12.0 12.4 13.0 Adj. EBITDA LTM (Q3 ‘19)—Public $30.0 6.3 x 5.6 x 4.5 x 4.8 x 4.9 x 5.1 x 5.3 x LTM (Dec. ‘19) (g) 27.9 6.8 6.0 4.9 5.2 5.3 5.5 5.7 FY 2019B (g) 24.9 7.6 6.7 5.4 5.8 5.9 6.1 6.4 Price as a Multiple of: Diluted Adj. EPS FY 2020E (g) $0.02 31.4 x 31.4 x 31.4 x 40.4 x 42.8 x 47.5 x 54.6 x FY 2021E (g) 0.03 22.0 22.0 22.0 28.3 30.0 33.3 38.3 a) Total shares outstanding of 47.6M as of January 4, 2020, per Computershare Capital Breakdown Report, which includes 0.6M Restricted Stock Awards, which have voting rights. Excludes 62K RSUs which vested on January 22, 2020. b) Unvested Restricted Stock Units (RSUs) as of January 6, 2020, which are not included in shares outstanding and have a double trigger change-incontrol provision. Includes 62K RSUs which vested on January 22, 2020. c) Assumes treasury stock method with no options in the money as of January 6, 2020. PSUs not included as Total Shareholder Return (TSR) target as of January 20, 2020 has not been achieved. d) Based on cash of $13.0M and total debt of $170.3M as of November 2, 2019 per Company FY 2019 Q3 10-Q filing. e) Based on average month-end net debt balances for the last twelve months from January 2019 through December 2019. f) Based on cash of $8.5M and total debt of $112.4M as of January 4, 2020 per Management internal 2019 11+1 Forecast. g) Source: Management Five Year Plan approved by the Special Committee on January 15, 2020, Management internal 2019 11+1 Forecast as of Private and January 15, 2020 and Management preliminary 2020 budget as of January 16, 2020. Confidential 25


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Volume Weighted Average Price by Range (Shares in Millions) Volume Per Price Range – Last 6 Months Volume Per Price Range – Last 3 Months Average Daily Volume 0.12 M Average Daily Volume 0.14 M 3.9 3.9 3.8 3.2 2.5 2.7 1.4 1.7 0.5 0.1 — — — — $0.65 $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 $0.65 $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 ? x < ? x < ? x < ? x < ? x < ? x < ? x ? x < ? x < ? x < ? x < ? x < ? x < ? x $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 % of % of Total Total Volume: 26.0% 26.0% 18.2% 25.7% 0.5% 3.6% 0.0% Volume: 36.1% 28.2% 16.6% 19.0% 0.0% 0.0% 0.0% 96% 100% Volume Per Price Range – Last Month Volume Per Price Range – CY2020 YTD Average Daily Volume 0.16 M Average Daily Volume 0.12 M 1.3 2.6 0.6 0.7 — — — — — — — — — — $0.65 $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 $0.65 $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 ? x < ? x < ? x < ? x < ? x < ? x < ? x ? x < ? x < ? x < ? x < ? x < ? x < ? x $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 % of % of Total Total Volume: 78.3% 21.7% 0.0% 0.0% 0.0% 0.0% 0.0% Volume: 68.9% 31.1% 0.0% 0.0% 0.0% 0.0% 0.0% 100% 100% Note: Stratosphere float represents 64.7% of total shares outstanding per Company’s Proxy Statement dated May 7, 2019. Private and Source: Capital IQ as of January 24, 2020. Confidential 26


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Valuation Summary


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Summary Financial Valuation Overview 1/24/20 1/22/20 1/24/20 Current Price Revised Indication Price w/ Control Premium(a) $0.66 $0.85 $0.88 Selected Public Companies $1.54 Selected Precedent Transactions $4.80 Discounted Cash Flow (b) $1.51 52-Week Trading Range $0.66 $1.23 — $1.00 $2.00 $3.00 $4.00 $5.00 Note: 52-Week Trading Range is for informational purposes only. a) Source: FactSet. 32.7% based on a median one-day premium for transactions of $100M to $300M enterprise value with North American targets, in which at least a 50% stake was acquired. Excludes financial services, healthcare, real estate and energy/mining/minerals industries. b) Assumes terminal value EBITDA multiple of 3.5x—6.0x for the terminal value method, perpetuity growth rate of 0.0%—2.0% for the perpetuity growth Private and rate method and WACC of 9.5% to 11.5% for both methods. Confidential 28


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Public Companies EV/EBITDA and P/E Performance EV / EBITDA Multiples (a) EV / LTM EBITDA EV / LTM EBITDA Median: 5.1x EV / CY 2019E EBITDA EV / CY 2019E EBITDA Median: 5.5x 8.3 x 7.1 x 5.9 x 5.5 x 5.5 x 5.6 x 4.7 x 4.7 x 4.3 x 3.7 x 3.2 x NM NM(b) NM JCP JWN DDS KSS M CATO SSI Market Capitalization ($mm): $255 $6,004 $1,735 $7,122 $5,184 $390 $105 LTM Adj. EBITDA % Margin: 5.3% 9.0% 6.5% 10 .6% 10 .1% 6.3% 1.0% Total Debt / Adj. EBITDA: 6.9x 1.9x 1.6x 1.6x 1.8x 0.0x NM P / E Multiples CY 2020E P/E Ratio CY 2020E P/E Ratio Median: 10.4x CY 2021E P/E Ratio CY 2021E P/E Ratio Median: 10.7x 21.1 x 19.8 x 11.0 x 11.5 x 9.8 x 10.0 x 6.9 x 7.4 x NM NM NM NM NM NM DDS JWN KSS M SSI CATO JCP Source: Public filings, Capital IQ as of January 24, 2020. a) Note: Enterprise value does not include capitalized operating leases (per IFRS 16, effective January 2019) as debt. b) EV / LTM Adjusted EBITDA multiple for SSI is 27.0x due to a low positive EBITDA and is deemed non-material for trading purposes. Private and Confidential 29


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Summary Valuation Based on Selected Public Companies (Amounts in Millions, Except Per Share Data) Adjusted EBITDA Valuation Multiples Implied Equity Value (a) Implied Per Share Value (b) LTM Q3 FY 2019A $30.0 3.2 x—5.9 x ($8)—$73 ($ 0.17)—$1.54 CY 2019E / LTM (Dec. ‘19) 27.9 4.3 x—5.6 x 16—52 0.33—1.10 Adjusted EPS Valuation Multiples Implied Equity Value Implied Per Share Value (b) CY 2020E $0.02 6.9 x—21.1 x $6—$18 $ 0.13—$0.38 CY 2021E 0.03 7.4 x—19.8 x 10—28 0.22—0.58 Source: Management Five Year Plan approved by the Special Committee on January 15, 2020 and Management internal 2019 11+1 Forecast. a) Net debt of $104.0M represents total debt less cash as of January 4, 2020 per Management internal 2019 11+1 Forecast. b) Total shares outstanding of 47.6M as of January 4, 2020 per Computershare Capital Breakdown Report. Excludes 62K RSUs which vested on Private and January 22, 2020. Confidential 30


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Selected Precedent Transactions (Amounts in USD, Millions) Date Enterprise EV as a Multiple of LTM: Announced Acquiror Target Value Sales EBITDA Aug-19 Liberty Tax Sears Outlet $133 27.4% 3.7 x Aug-19 Le Tote Lord & Taylor C$133 (a) NM NM Jun-19 Elliott Management Barnes & Noble Inc. $683 19.2% 4.6 x May-17 Camping World Gander Mountain (b) 34 25.6% ND Oct-16 Dick’s Golfsmith (b) 43 8.7% ND Aug-16 Versa Capital Management Vestis Retail Group (b) 37 9.1% NM Source: Company fillings and other publicly available information. a) Total deal value includes C$99.5M upfront cash consideration, C$33.2M in the form of a promissory note payable in cash two years from closing and a minority equity stake in Le Tote. Private and b) Companies sold in 363 sale process. Confidential 31


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Summary Valuation Based on Selected Precedent Transactions (Amounts in Millions, Except Per Share Data) Total Revenue Valuation Multiples Implied Equity Value (a) Implied Per Share Value (b) LTM (Dec. ‘19) $1,234.4 8.7%—27.4% $ 3—$234 $ 0.07—$4.80 Adj. EBITDA Valuation Multiples Implied Equity Value (a) Implied Per Share Value (b) LTM (Dec. ‘19) $27.9 3.7 x—4.6 x ($ 1)—$24 ($ 0.02)—$0.50 Source: Management Five Year Plan approved by the Special Committee on January 15, 2020 and Management internal 2019 11+1 Forecast. a) Net debt of $104.0M represents total debt less cash as of January 4, 2020 per Management internal 2019 11+1 Forecast. b) Total shares outstanding of 48.9 as of January 4, 2020, which includes 1.3M Unvested RSUs (including the 62K that vested on January 22, 2020) as Private and of January 6, 2020 per Computershare Capital Breakdown Report. Confidential 32


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Discounted Cash Flow Analysis (Amounts in Millions, Except Per Share Data) Fiscal Year 1 Mo. 2019B 2020E 2021E 2022E 2023E 2024E Total Revenue $64.4 $1,254.8 $1,277.6 $1,297.3 $1,321.5 $1,366.2 % Growth (0.2%) 1.7% 1.8% 1.5% 1.9% 3.4% Adj. EBITDA (a) (4.6) 37.5 34.2 33.7 35.4 38.1 % of Net Sales (7.2%) 3.0% 2.7% 2.6% 2.7% 2.8% Adj. EBIT (a) (7.0) 10.2 9.7 12.3 17.0 21.3 % of Net Sales (10.8%) 0.8% 0.8% 0.9% 1.3% 1.6% Taxes @ 25.0% 1.7 (2.6) (2.4) (3.1) (4.3) (5.3) Tax-Effected Adj. EBIT (5.2) 7.7 7.3 9.2 12.8 16.0 Depreciation & Amortization 2.3 27.3 24.4 21.4 18.3 16.8 Capital Expenditures (2.2) (10.6) (16.0) (14.8) (15.8) (15.2) Change in Net Working Capital (23.8) 1.8 (2.7) (1.8) (2.9) (8.8) Free Cash Flow ($28.9) $26.1 $13.0 $14.0 $12.4 $8.9 Growth in Free Cash Flow 81.8% (50.1%) 7.1% (11.3%) (28.5%) Terminal Value / Adj. EBITDA Multiple 3.5 x 3.50 x 3.5 x 4.8 x 4.75 x 4.8 x 6.0 x 6.00 x 6.0 x Discount Rate 9.5% 10.5% 11.5% 9.5% 10.5% 11.5% 9.5% 10.5% 11.5% Present Value of Free Cash Flow $30.6 $29.3 $28.1 $30.6 $29.3 $28.1 $30.6 $29.3 $28.1 Present Value of Terminal Value 84.6 80.8 77.2 114.8 109.7 104.8 145.0 138.5 132.4 Total Enterprise Value $115.2 $110.1 $105.3 $145.4 $139.0 $132.9 $175.6 $167.9 $160.5 Less: Net Debt (b) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) Total Equity Value $11.2 $6.2 $1.4 $41.4 $35.0 $29.0 $71.6 $63.9 $56.6 Total Equity Value Per Share (c) $0.24 $0.13 $0.03 $0.87 $0.73 $0.61 $1.51 $1.34 $1.19 Terminal Value as a % of Total Value 73.4% 73.4% 73.3% 78.9% 78.9% 78.8% 82.6% 82.5% 82.5% Implied Perpetuity Growth Rate 2.7% 3.6% 4.6% 4.4% 5.4% 6.3% 5.4% 6.4% 7.3% Perpetuity Growth Rate 0.0% 0.0% 0.0% 1.0% 1.0% 1.0% 2.0% 2.0% 2.0% Discount Rate 9.5% 10.5% 11.5% 9.5% 10.5% 11.5% 9.5% 10.5% 11.5% Present Value of Free Cash Flow $30.6 $29.3 $28.1 $30.6 $29.3 $28.1 $30.6 $29.3 $28.1 Present Value of Terminal Value 59.0 51.0 44.5 66.7 57.0 49.3 76.3 64.3 55.0 Total Enterprise Value $89.7 $80.4 $72.7 $97.3 $86.3 $77.4 $106.9 $93.7 $83.1 Less: Net Debt (b) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) Total Equity Value ($14.3) ($23.6) ($31.3) ($6.7) ($17.6) ($26.6) $2.9 ($10.3) ($20.8) Total Equity Value Per Share (c) ($0.30) ($0.50) ($0.66) ($0.14) ($0.37) ($0.56) $0.06 ($0.22) ($0.44) Terminal Value as a % of Total Value 65.9% 63.5% 61.3% 68.5% 66.0% 63.7% 71.4% 68.7% 66.2% Implied Terminal Value / Adj. EBITDA 2.4 x 2.2 x 2.0 x 2.8 x 2.5 x 2.2 x 3.2 x 2.8 x 2.5 x Source: Management Five Year Plan approved by the Special Committee on January 15, 2020 and Management internal 2019 11+1 Forecast . Note: Discounted to January 24, 2020. a) Adj. EBITDA and Adj. EBIT exclude pre-opening expenses and relocated/closed stores impairments. b) Net debt of $104.0M represents total debt less cash as of January 4, 2020 per Management internal 2019 11+1 Forecast. c) Per share data based on share count of 47.6M as of January 4, per Computershare Capital Breakdown Report, which does not include unvested RSUs. Excludes 62K RSUs which vested on January 22, 2020. Private and Confidential


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Premiums Paid Analysis ($ in Millions) Announce Enterprise One Day 30-Day Date Acquirer Target Value Premium Premium Dec-19 Lumos Networks; EQT Partners North State Telecommunications $236.5 29.6% 23.1% Nov-19 ICV Partners Diversified Restaurant Holdings 176.4 123.4% 75.0% Sep-19 Greenbriar Equity Group Arotech Corp. 102.1 32.7% 38.2% Sep-19 Accel-KKR et al. MAM Software Group 152.1 15.4% 13.7% Aug-19 Assurance Global Services Computer Task Group 106.8 33.8% 47.8% Aug-19 Austin Nichols & Co. Castle Brands 263.3 92.1% 136.1% Jun-19 Atlantis Acquisitionco Canada Corp. Hydrogenics Corp. 279.4 (3.1%) 55.3% Jun-19 YANMAR America Corp. ASV Holdings 104.0 332.5% 200.0% Jun-19 Extreme Networks, Inc. Aerohive Networks 198.7 39.5% 25.7% May-19 Vintage Capital Management Liberty Tax 160.8 31.1% 19.9% Apr-19 MTY Food Group, Inc. Papa Murphy’s Holdings 197.4 31.9% 15.8% Apr-19 The Ancora Group J. Alexander’s Holdings 262.4 12.5% 22.7% Apr-19 Cresco Labs CannaRoyalty Corp. 276.6 (54.1%) (41.2%) Mar-19 HEXO Corp. Newstrike Brands 125.0 4.1% (11.6%) Feb-19 Tesla Maxwell Technologies 293.6 96.3% 234.8% Dec-18 Cerberus Capital Management Sparton Corp. 253.9 41.0% 47.8% Nov-18 Altair Engineering Datawatch Corp. 162.6 35.2% 13.9% Oct-18 General Catalyst et al. Intersections 102.6 107.3% 111.5% Oct-18 Z Capital Group; Affinity Gaming Full House Resorts 211.9 79.6% 67.3% Sep-18 Stryker Corp. Invuity 188.7 28.7% 87.3% Aug-18 Moody’s Analytics Maryland Corp. Reis 251.1 32.2% 2.7% Aug-18 The Invus Group et al. Zoe’s Kitchen 295.3 33.4% 27.9% Aug-18 Roark Capital Group; FOCUS Brands Jamba 194.5 16.3% 20.8% Apr-18 NICE Systems, Inc. Mattersight Corp. 105.0 25.6% 17.4% Apr-18 SPX Corp. ELXSI Corp. 152.6 30.4% 29.9% Mar-18 William Morris Endeavor et al. NeuLion 203.0 116.5% 103.9% Mar-18 GP Investimentos Ltda. Bravo Brio Restaurant Group 100.1 16.8% 35.0% Feb-18 AMC Networks, Inc. RLJ Entertainment 163.7 61.5% 59.4% Jan-18 Duravant LLC Key Technology 172.0 50.6% 34.1% Median 32.7% 34.1% Source: FactSet. Represents transactions of $100-$300M in enterprise value with North American targets, in which at least a 50% stake was acquired. Excludes financial services, healthcare, real estate and energy/mining/minerals industries. Private and Confidential


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Process Timeline


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Illustrative Process Timeline • If the Board were to agree to a transaction, we would estimate it would take ~4.5 months to close January February March April May June S M T W T F S S M T W T F S S M T W T F S S M T W T F S S M T W T F S S M T W T F S 1 2 3 4 1 1 2 3 4 5 6 7 1 2 3 4 1 2 1 2 3 4 5 6 5 6 7 8 9 10 11 2 3 4 5 6 7 8 8 9 10 11 12 13 14 5 6 7 8 9 10 11 3 4 5 6 7 8 9 7 8 9 10 11 12 13 12 13 14 15 16 17 18 9 10 11 12 13 14 15 15 16 17 18 19 20 21 12 13 14 15 16 17 18 10 11 12 13 14 15 16 14 15 16 17 18 19 20 19 20 21 22 23 24 25 16 17 18 19 20 21 22 22 23 24 25 26 27 28 19 20 21 22 23 24 25 17 18 19 20 21 22 23 21 22 23 24 25 26 27 26 27 28 29 30 31 23 24 25 26 27 28 29 29 30 31 26 27 28 29 30 24 25 26 27 28 29 30 28 29 30 31 Month Action Items Role • Sign and announce transaction (pre-opening announcement on January 30) Strat., BoD January • Begin preparing preliminary Proxy Foley, PJS February • Continue preparing preliminary Proxy Foley, PJS • Send preliminary Proxy to SEC for comment (March 11) Foley March • Distribute revised Proxy to shareholders Foley • Begin shareholder outreach Kingsdale • Continue shareholder outreach Kingsdale April • Begin preparing flow of funds PJS • Prepare closing balance sheet and documentation for buyer Strat., PJS • Special Shareholder Meeting Strat., BoD, Foley May / June • Close transaction PJS, Foley Private and Confidential


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Appendix Private and Confidential


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A. Preliminary Liquidity Observations Private and Confidential


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Forecasted January – April 2020 Liquidity Note: Loan Cap, as defined in the new Wells Fargo ABL credit agreement, is the lesser of the net ABL Borrowing Base and the Aggregate Commitments ($240 million) • On January 24, 2020, Kingswood indicated that its revised Debt Commitments would include a minimum Excess Availability of 35% of the Loan Cap ($ in Thousands) January, Week Ended February, Week Ended March, Week Ended April, Week Ended 24-Jan 31-Jan 7-Feb 14-Feb 21-Feb 28-Feb 6-Mar 13-Mar 20-Mar 27-Mar 3-Apr 10-Apr 17-Apr 24-Apr Eligible Inventory $213,843 $213,843 $213,843 $226,464 $226,464 $226,464 $226,464 $249,568 $249,568 $249,568 $249,568 $249,568 $249,568 $247,492 Eligible Credit Card Receivables $2,803 $2,803 $2,803 $2,803 $2,803 $2,803 $2,803 $2,803 $2,803 $2,803 $2,803 $2,803 $2,803 $2,701 Eligible FF&E $5,028 $5,028 $5,028 $6,210 $6,210 $6,210 $6,210 $9,092 $9,092 $9,092 $9,092 $9,092 $9,092 $10,021 Less: Reserves (17,462) (17,462) (17,462) (18,005) (18,005) (18,005) (18,005) (15,505) (15,505) (15,505) (15,505) (15,505) (15,505) (15,661) Net Credit Facility Borrowing Base $204,212 $204,212 $204,212 $217,472 $217,472 $217,472 $217,472 $245,958 $245,958 $245,958 $245,958 $245,958 $245,958 $244,552 Less: Term Loan (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) Loan Cap (ABL Credit Facility Borrowing Base) $169,212 $169,212 $169,212 $182,472 $182,472 $182,472 $182,472 $210,958 $210,958 $210,958 $210,958 $210,958 $210,958 $209,552 Net Credit Facility Borrowing Base $204,212 $204,212 $204,212 $217,472 $217,472 $217,472 $217,472 $245,958 $245,958 $245,958 $245,958 $245,958 $245,958 $244,552 Less: Borrowing (152,972) (151,572) (151,872) (166,072) (160,272) (158,440) (157,613) (174,728) (171,378) (153,092) (147,320) (166,207) (149,508) (146,676) A Excess Availability $51,240 $52,640 $52,340 $51,400 $57,200 $59,032 $59,859 $71,230 $74,580 $92,866 $98,638 $79,751 $96,450 $97,876 KW Minimum Availability Requirement B Revised 1/24—35% of Loan Cap $59,224 $59,224 $59,224 $63,865 $63,865 $63,865 $63,865 $73,835 $73,835 $73,835 $73,835 $73,835 $73,835 $73,343 A—B Comparison to Revised Minimum Avail. Req. ($) ($7,984) ($6,584) ($6,884) ($12,465) ($6,665) ($4,833) ($4,006) ($2,606) $745 $19,031 $24,803 $5,916 $22,615 $24,532 Memo: Adjusted EBITDA (a) ($4,612) ($6,754) $10,946 $12,250 Source: 26-Week Cash Flow Forecast as of January 23, 2020. a) Monthly Adjusted EBITDA per Management internal 2019 11+1 Forecast and Management preliminary 2020 monthly budget as of January 16, 2020. Private and Confidential 39


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Forecasted May – July 2020 Liquidity Note: Loan Cap, as defined in the new Wells Fargo ABL credit agreement, is the lesser of the net ABL Borrowing Base and the Aggregate Commitments ($240 million) • On January 24, 2020, Kingswood indicated that its revised Debt Commitments would include a minimum Excess Availability of 35% of the Loan Cap ($ in Thousands) May, Week Ended Ended June, Week Ended Ended July, Week Ended Ended 1-May 8-May 15-May 22-May 29-May 5-Jun 12-Jun 19-Jun 26-Jun 3-Jul 10-Jul 17-Jul 24-Jul Eligible Inventory $247,492 $247,492 $248,876 $248,876 $248,876 $248,876 $248,876 $236,622 $236,622 $236,622 $236,622 $236,622 $210,587 Eligible Credit Card Receivables $2,701 $2,701 $2,701 $2,701 $2,701 $2,701 $2,701 $2,701 $2,701 $2,701 $2,701 $2,701 $2,599 Eligible FF&E $10,021 $10,021 $12,960 $12,960 $12,960 $12,960 $12,960 $10,492 $10,492 $10,492 $10,492 $10,492 $7,134 Less: Reserves (15,661) (15,661) (15,408) (15,408) (15,408) (15,408) (15,408) (15,361) (15,361) (15,361) (15,361) (15,361) (16,494) Net Credit Facility Borrowing Base $244,552 $244,552 $249,129 $249,129 $249,129 $249,129 $249,129 $234,454 $234,454 $234,454 $234,454 $234,454 $203,825 Less: Term Loan (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) (35,000) Loan Cap (ABL Credit Facility Borrowing Base) $209,552 $209,552 $214,129 $214,129 $214,129 $214,129 $214,129 $199,454 $199,454 $199,454 $199,454 $199,454 $168,825 Net Credit Facility Borrowing Base $244,552 $244,552 $249,129 $249,129 $249,129 $249,129 $249,129 $234,454 $234,454 $234,454 $234,454 $234,454 $203,825 Less: Borrowing (134,873) (129,983) (140,456) (135,887) (124,889) (123,416) (130,704) (123,590) (120,378) (120,747) (139,069) (137,347) (132,027) A Excess Availability $109,679 $114,569 $108,673 $113,242 $124,240 $125,713 $118,425 $110,863 $114,076 $113,706 $95,385 $97,107 $71,799 KW Minimum Availability Requirement B Revised 1/24—35% of Loan Cap $73,343 $73,343 $74,945 $74,945 $74,945 $74,945 $74,945 $69,809 $69,809 $69,809 $69,809 $69,809 $59,089 A—B Comparison to Revised Minimum Avail. Req. ($) $36,336 $41,226 $33,728 $38,297 $49,295 $50,768 $43,480 $41,055 $44,267 $43,898 $25,576 $27,298 $12,710 Memo: Adjusted EBITDA (a) $5,049 $7,406 ($1,372) Source: 26-Week Cash Flow Forecast as of January 23, 2020. a) Monthly Adjusted EBITDA per Management internal 2019 11+1 Forecast and Management preliminary 2020 monthly budget as of January 16, 2020. Private and Confidential 40


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B. Additional Analyses


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Weighted Average Cost of Capital ($ in Millions) LTM Interest Total Implied Market Levered Debt / Unlevered Name Expense Debt (a) Cost of Debt Cap. Beta (b) Equity Beta (c) Stratosphere ($9) $112 8.2% $31 1.32 356.9% 0.36 Kohl’s ($216) $3,298 6.5% $7,122 1.08 46.3% 0.80 Macy’s (192) 4,683 4.1% 5,184 1.05 90.3% 0.63 Nordstrom (89) 2,679 3.3% 6,004 1.01 44.6% 0.76 Dillard’s (47) 666 7.1% 1,735 1.03 38.4% 0.80 Cato — — NM 390 0.74 — 0.74 J. C. Penney (298) 4,205 7.1% 255 1.31 1,649.2% 0.10 Stage Stores (16) 365 4.3% 105 0.96 347.0% 0.27 Select Broadlines Median (excl. Stratosphere) 5.4% 1.03 46.3% 0.74 WACC Calculation (Assuming Select Broadlines Median Beta of Comps and D/E of Comps) Assumptions Cost of Equity Calculation Risk Free Rate of Return (d) 1.7% Risk Free Rate of Return (d) 1.7% Historical Market Risk Premium (e) 6.9% Historical Market Risk Premium (e) 6.9% Supply-Side Market Risk Premium (e) 6.1% Levered Beta (b) 1.00 Size Premium (e) (f) 5.2% Size Premium (e) (f) 5.2% Marginal Tax Rate 25.0% Cost of Equity 13.8% Other Inputs WACC Calculation Before Tax Cost of Debt 5.4% Cost of Equity 13.8% After-Tax Cost of Debt 4.1% Equity / Total Capitalization 68.4% Debt / Equity 46.3% After-Tax Cost of Debt 4.1% Debt / Total Capitalization 31.6% Debt / Total Capitalization 31.6% Levered Beta (b) 1.00 WACC 10.7% Unlevered Beta (c) 0.74 a) Assumes book value of debt approximates market value. Does not include capitalized operating leases (per IFRS 16, effective January 2019) as debt. b) Source: Bloomberg 5-year adjusted weekly beta as reported on January 24, 2020. c) Unlevered Beta = Levered Beta / {1+(Debt/Market Equity)*(1-Tax Rate)}. d) 10-year Treasury Note yield as of January 24, 2020. e) Source: Duff & Phelps 2018 Valuation Handbook. f) Size premium of 5.22% for companies with market capitalizations between $2.5M and $321.6M. Private and Confidential 42

Exhibit 99(C)(7)

 

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Project Stratosphere January 29, 2020 Private and Confidential


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Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Special Committee”) of Stein Mart, Inc. (the “Company”) by PJ Solomon, L.P. and its affiliates, including, without limitation, PJ Solomon Securities, LLC (collectively, “PJ Solomon” or “Solomon”) in connection with Project Stratosphere. These materials were prepared on a confidential basis in connection with an oral presentation to the Special Committee and not with a view toward complying with the disclosure standards under state or federal securities laws or otherwise. These materials are solely for use of the Special Committee in its evaluation of the proposed transaction and may not be used for any other purpose or disclosed to any party without PJ Solomon’ prior written consent. The information contained in this presentation was based solely on publicly available information or information furnished to PJ Solomon by the Company. PJ Solomon has relied, without independent investigation or verification, on the accuracy, completeness and fair presentation of all such information and the conclusions contained herein are conditioned upon such information (whether written or oral) being accurate, complete and fairly presented in all respects. This presentation includes certain statements, estimates and projections provided by the Company with respect to the historical and anticipated future performance of the Company. Such statements, estimates and projections contain or are based on significant assumptions and subjective judgments made by the Company’s management. None of PJ Solomon, its affiliates or its or their respective employees, directors, officers, contractors, advisors, members, successors or agents makes any representation or warranty in respect of the accuracy, completeness or fair presentation of any information, projections or any conclusion contained herein. PJ Solomon, its affiliates and its and their respective employees, directors, officers, contractors, advisors, members, successors and agents shall have no liability with respect to any information, projections or matter contained herein, or any oral information provided herewith or data any of them generates. The information contained herein should not be assumed to have been updated at any time subsequent to date shown on the first page of the presentation and the delivery of the presentation does not constitute a representation by PJ Solomon that such information will be updated at any time after the date of the presentation. Neither PJ Solomon nor any of its affiliates is an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction. The Company acknowledges that PJ Solomon is an affiliate of Natixis, a global full service commercial and investment bank. These materials are not and should not be construed as a fairness opinion. Private and Confidential 1


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Selected Proposed Transaction Terms Acquiror Kingswood Capital Management, LLC Per Share Consideration $0.90 in cash Stock Price Premiums To: Current Price ($ 0.64): 41.0% Offer Premium 30-Days VWAP ($ 0.67): 34.2% 60-Days VWAP ($ 0.69): 30.4% 90-Days VWAP ($ 0.72): 24.9% Implied Equity Value (a) $44.6M Implied Enterprise Value (b) $148.5M $30.7M new equity from Kingswood Financing $13.9M rollover equity from Jay Stein Remainder drawn from new $ 240M Wells Fargo ABL Credit Facility and $ 35M Pathlight FILO Term Loan Go Shop / No Shop No shop with a termination right to pay a 5.0% of equity value (including rollover shares) break fee and accept a Superior Proposal Reverse Termination Fee Parent required to pay 5.0% of equity value (including rollover shares) reverse break fee paid if it fails to close when required to do so Termination Date 6 Months from Date of Agreement Minimum Excess Availability 35.0% of ABL Credit Facility Loan Cap (c) at Close a) Based on 48.4M total shares outstanding and 1.2M Restricted Stock Units (RSUs) as of January 27, 2020 per Company Management. b) Based on cash of $8.5M and total debt of $112.4M as of January 4, 2020 per Management internal 2019 11+1 Forecast. c) Defined as the lesser of the net ABL Borrowing Base and the Credit Facility Size. Private and Confidential 2


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Offer Summary ($ in Millions, Except Per Share Data) Current Kingswood Market (Public Net Debt) Market (Avg. Net Debt) Market (Private Net Debt) Offer 1/28/2020 1/28/2020 1/28/2020 1/27/2020 Stock Price / Proposed Offer Price $0.64 $0.64 $0.64 $0.90 Shares Outstanding (a) 48.4 48.4 48.4 48.4 Restricted Stock Units (b) — — — 1.2 Option Equivalent Shares (c) — — — — Diluted Shares Outstanding 48.4 48.4 48.4 49.5 Total Equity Value $30.9 $30.9 $30.9 $44.6 Plus: Net Debt 157.3 (d) 136.8 (e) 104.0 (f) 104.0 (f) Total Enterprise Value $188.2 $167.6 $134.8 $148.5 Premium / (Discount) to: Current Price 1/28/2020 $0.64 — % — % — % 41.0 % 30-Day VWAP 0.67 (4.8) (4.8) (4.8) 34.2 60-Day VWAP 0.69 (7.6) (7.6) (7.6) 30.4 90-Day VWAP 0.72 (11.5) (11.5) (11.5) 24.9 180-Day VWAP 0.75 (14.5) (14.5) (14.5) 20.6 52-Week High 2/14/2019 1.23 (48.1) (48.1) (48.1) (26.8) 52-Week Low 1/28/2020 0.64 — — — 41.0 Enterprise Value as a Multiple of: Total Revenue LTM (Q3 ‘19)—Public $1,240.6 15.2 % 13.5 % 10.9 % 12.0 % LTM (Dec. ‘19) (g) 1,234.4 15.2 13.6 10.9 12.0 Adj. EBITDA LTM (Q3 ‘19)—Public $30.0 6.3 x 5.6 x 4.5 x 4.9 x LTM (Dec. ‘19) (g) 27.9 6.8 6.0 4.8 5.3 FY 2019B (g) 24.9 7.5 6.7 5.4 6.0 Price as a Multiple of: Diluted Adj. EPS FY 2020E (g) $0.02 30.3 x 30.3 x 30.3 x 42.8 x FY 2021E (g) 0.03 21.2 21.2 21.2 30.0 a) Total shares outstanding of 48.4M as of January 27, 2020, per Company Management, which includes 0.6M Restricted Stock Awards. b) Restricted Stock Units (RSUs) as of January 27, 2020, per Company Management, which are not included in shares outstanding and have a double trigger change-in-control provision. c) Assumes treasury stock method based on 1.4M stock options outstanding with no options in the money as of January 27, 2020, per Company Management. d) Based on cash of $13.0M and total debt of $170.3M as of November 2, 2019 per Company FY 2019 Q3 10-Q filing. e) Based on average month-end net debt balances for the last twelve months from January 2019 through December 2019. f) Based on cash of $8.5M and total debt of $112.4M as of January 4, 2020 per Management internal 2019 11+1 Forecast. g) Source: Management Five Year Plan approved by the Special Committee on January 15, 2020, Management internal 2019 11+1 Forecast as of January 15, 2020, which is not materially different than the 10+2 Forecast approved by the Special Committee on January 15, 2020 and Management preliminary 2020 budget as of January 16, 2020. Private and Confidential 3


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Stratosphere Summary Capitalization and Market Data (Amounts in Millions, Except Per Share Data) Stock Information Financial Information Credit Statistics Ticker Symbol STRAT Fiscal Year End Feb 2, 2019 As of Stock Exchange NasdaqGS LTM Date—Public Nov 2, 2019 Dec-19 (b) Stock Price as of 1/28/20 $0.64 LTM Date—Private Jan 4, 2020 Adj. Debt / Adj. EBITDAR (c) 7.1 x Total Debt / Adj. EBITDA 4.0 x 52-Week Stock Price LTM Revenue (Q3 ‘19)—Public $1,240.6 Net Debt / Adj. EBITDA 3.7 x High 2/14/19 $1.23 LTM Revenue (Dec. ‘19)—Private (b) 1,234.4 Adj. EBITDA / Interest, Net 3.0 x Low 1/28/20 0.64 LTM Adj. EBITDA (Q3 ‘19)—Public 30.0 LTM Adj. EBITDA (Dec. ‘19)—Private (b) 27.9 5-Year Stock Price FY 2019B Adj. EBITDA—Private (b) 24.9 High 2/26/15 $16.46 Total Debt / Total Capitalization 78.2% Low 2/8/18 0.51 LTM Adj. EPS (Q3 ‘19)—Public ($0.17) Net Debt / Net Capitalization 76.8% FY 2019B Adj. EPS—Private (b) (0.26) Average Daily Volume (3 Mo.) 0.1 FY 2020E Adj. EPS—Private (b) 0.02 Shares Sold Short 3.1 FY 2021E Adj. EPS—Private (b) 0.03 Short Int. as % of Public Float (a) 9.3% Market Capitalization and Firm Value Market Valuation Beneficial Ownership by Category (g) Stock Price as of 1/28/20 $0.64 Enterprise Value as a Multiple of: Beneficial Percent of Shares Outstanding (d) 48.4 LTM Revenue (Q3 ‘19)—Public 15.2% Ownership Total Option Equivalent Shares (e) — LTM Adj. EBITDA (Q3 ‘19)—Public 6.3 x Jay Stein 15.3 31.1% Equity Value $30.9 FY 2019B Adj. EBITDA—Private (b) 7.5 x Other Insiders 2.1 4.3% Plus: Total Debt (f) 170.3 Stock Price as a Multiple of: Top 10 Institutions 2.9 5.9% Less: Cash & Cash Equivalents (13.0) FY 2020E Adj. EPS—Private (b) 30.3 x Public and Other 28.9 58.7% Enterprise Value $188.2 FY 2021E Adj. EPS—Private (b) 21.2 x Total 49.2 100.0% a) Excludes shares beneficially owned by Jay Stein. b) Source: Management Five Year Plan approved by the Special Committee on January 15, 2020, Management internal 2019 11+1 Forecast as of January 15, 2020, which is not materially different than the 10+2 Forecast approved by the Special Committee on January 15, 2020 and Management preliminary 2020 monthly budget as of January 16, 2020. c) Assumes 8.0x rent methodology as it is not yet clear that the lender and credit analyst communities have altered their leverage measurement methodologies for revised lease accounting rules. d) Total shares outstanding of 48.4M as of January 27, 2020, per Company Management. e) Assumes treasury stock method based on 1.4M stock options outstanding with no options in the money as of January 27, 2020, per Company Management. f) Total financial debt – does not include operating lease liabilities. As of November 2, 2019 per Company FY 2019 Q3 10-Q filing. g) Includes exercisable options held by directors and executive officers. Source: Company’s Proxy Statement dated May 7, 2019. Private and Confidential 4


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Stock Price Performance Stock Price Performance (January 27, 2017 – January 27, 2020) $ 8.00 Median 3-Yr 2-Yr 6-Mo $1.20 $0.82 $0.76 $ 6.00 $ 4.00 $ 2.00 $0.64 $ 0.00 Jan-17 Jan-18 Jan-19 Jan-20 Indexed Stock Performance (January 27, 2017 – January 27, 2020) 100% Stratosphere Select Broadlines(a) Off-Price(b) S&P Adjusted Retail (c) Note: Select Broadlines does not 86.3% ) ge Bon-Ton include Sears, due to Gordmans the fact they and 59.9% an 50% entered bankruptcy during this Ch period (% ce 0% an rform (9.9%) Pe (50%) e Pric (82.3%) (100%) Jan-17 Jan-18 Jan-19 Jan-20 Source: Capital IQ as of January 28, 2020. a) Comprised of JWN, M, KSS, DDS, JCP, SSI and CATO. b) Comprised of CTRN, ROST, TJX, BURL and FIVE. c) Comprised of AAP, AN, AZO, BBBY, BBY, KMX, DG, DLTR, FL, GPC, KSS, JWN, ROST, SIG, TGT, GPS, TJX, TIF, ULTA, URBN, TSCO, ORLY, LB, LKQ, M, HD and LOW. Private and Confidential 5


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Historical Financials (Amounts in Millions, Except Per Share Data) Fiscal Year LTM LTM CAGR Income Statement Data 2014A 2015A 2016A 2017A 2018A Oct-19 Dec-19 FY14-FY18 Total Revenue $1,323.7 $1,367.0 $1,374.6 $1,332.6 $1,272.7 $1,240.6 $1,234.4 (1.0%) Gross Profit 392.8 392.4 373.1 344.9 352.9 341.1 337.2 (2.6) Adj. SG&A 305.7 315.7 328.5 337.3 313.4 311.1 309.3 0.6 Adj. EBITDA 87.0 76.7 44.6 7.6 39.5 30.0 27.9 (17.9) Adj. EBIT 53.9 43.8 8.4 (26.9) 7.3 1.1 (0.6) (39.4) Diluted EPS $0.59 $0.51 $0.01 ($0.52) ($0.13) ($0.14) ($0.17) NM Adjusted Diluted EPS $0.68 $0.54 $0.07 ($0.43) ($0.10) ($0.17) ($0.22) NM Number of Stores 270 278 290 293 287 283 283 Margins Gross Profit 29.7% 28.7% 27.1% 25.9% 27.7% 27.5% 27.3% Adj. EBITDA 6.6 5.6 3.2 0.6 3.1 2.4 2.3 Adj. EBIT 4.1 3.2 0.6 (2.0) 0.5 0.1 (0.0) Comparable Sales Store Sales N/A N/A N/A (7.1%) (2.6%) (2.3%) (a) (2.0%) (a) ECommerce N/A N/A N/A 33.5 38.8 10.2 (a) (b) 9.0 (a) (b) Total Comp Sales (excl. DSW & LXR) 3.3% 1.0% (3.8%) (5.5) (1.1) (1.9) (a) (c) (1.7) (a) (c) Growth Rates Total Revenue 4.8% 3.3% 0.6% (3.1%) (4.5%) (5.8%) (4.4%) Adj. EBITDA 65.5 (11.9) (41.9) (82.9) 418.4 (27.2) (32.8) Adj. EBIT 2.5 (18.7) (80.7) NM NM (87.9) NM Balance Sheet and Cash Flow Data Cash $65.3 $11.8 $10.6 $10.4 $9.0 $13.0 $8.5 Total Debt — 190.2 181.8 156.1 153.3 170.3 112.4 Depreciation and Amortization 29.1 29.9 32.6 32.3 32.4 21.2 28.5 Cum. FY14-YTD19 Capital Expenditures (40.2) (44.4) (42.4) (21.2) (9.0) (6.8) (6.1) ($163.3) Change in Net Working Capital (14.1) (18.5) 17.0 32.9 (25.4) (4.5) (12.5) Free Cash Flow (d) 12.2 (6.0) 18.2 26.5 (0.1) 17.8 7.3 58.2 Leverage and Interest Coverage Ratios Adj. Debt / Adj. EBITDAR (e) 3.8 x 5.4 x 6.9 x 9.1 x 6.8 x 7.4 x 7.1 x Total Debt / Adj. EBITDA — 2.5 4.1 20.5 3.9 5.7 4.0 Note: Stratosphere paid a $5.00 / share special dividend in FY 2015. Source: Company Management and SEC filings. LTM includes results through October per publicly available financials and through December per Company internal financials. a) Represents year-to-date comparable store sales. b) Represents omni-channel comparable sales, which are not comparable with historical periods. With the rollout of Smart Fulfillment in August 2019 and BOPIS in September 2019, a significant portion of ECommerce sales have shifted to ship-from-store, and to a lesser extent, BOPIS. As a result, ECommerce comparable sales are down (15.6%) as of December YTD. c) Represents Total Comp, inclusive of leased departments (DSW & LXR). d) Defined as Cash Flow from Operating Activities less Capital Expenditures. e) Assumes 8.0x rent methodology as it is not yet clear that the lender and credit analyst communities have altered their leverage measurement methodologies for revised lease accounting rules. Private and Confidential 6


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Projected Financials (Amounts in Millions, Except Per Share Data) LTM Fiscal Year CAGR Income Statement Data Dec-19 2019B 2020P 2021P 2022P 2023P 2024P FY19-FY24 Total Revenue $1,234.4 $1,234.2 $1,254.8 $1,277.6 $1,297.3 $1,321.5 $1,366.2 2.1% Gross Profit 337.2 335.3 348.8 353.9 358.4 365.4 376.6 2.4 Adj. SG&A 309.3 310.3 311.2 319.7 324.7 330.0 338.5 1.8 Adj. EBITDA 27.9 24.9 37.5 34.2 33.7 35.4 38.1 8.9 Adj. EBIT (0.6) (3.3) 10.2 9.7 12.3 17.0 21.3 NM Diluted EPS ($0.17) ($0.25) ($0.00) $0.01 $0.05 $0.12 $0.22 NM Adjusted Diluted EPS ($0.22) ($0.26) $0.02 $0.03 $0.07 $0.15 $0.25 NM Number of Stores 283 283 281 277 274 276 280 Margins Gross Profit 27.3% 27.2% 27.8% 27.7% 27.6% 27.7% 27.6% Adj. EBITDA 2.3 2.0 3.0 2.7 2.6 2.7 2.8 Adj. EBIT (0.0) (0.3) 0.8 0.8 0.9 1.3 1.6 Comparable Sales Store Sales (2.0%) (a) (1.2%) 2.5% 1.5% 1.5% 1.4% 1.5% ECommerce 9.0 (a) (b) (16.3) (4.2) 14.4 13.5 10.0 10.0 Total Comp Sales (excl. DSW & LXR) (1.7) (a) (c) (1.8) 2.2 1.9 2.0 1.8 1.9 Growth Rates Total Revenue (4.4%) (3.0%) 1.7% 1.8% 1.5% 1.9% 3.4% Adj. EBITDA (32.8) (36.8) 50.5 (9.0) (1.3) 4.9 7.8 Adj. EBIT NM NM NM (4.9) 26.2 38.7 25.2 Balance Sheet and Cash Flow Data Cash $8.5 $12.0 $12.0 $12.0 $12.0 $12.0 $12.0 Total Debt 112.4 147.5 129.0 121.6 113.3 104.7 97.8 Depreciation and Amortization 28.5 28.2 27.3 24.4 21.4 18.3 16.8 Cum. FY20-FY24 Capital Expenditures (6.1) (7.7) (10.6) (16.0) (14.8) (15.8) (15.2) (72.4) Change in Net Working Capital (12.5) (3.7) 1.8 (2.7) (1.8) (2.9) (8.8) Free Cash Flow (d) 7.3 7.6 21.6 9.4 10.4 8.7 6.7 56.8 Leverage and Interest Coverage Ratios Adj. Debt / Adj. EBITDAR (e) 7.1 x N/A N/A N/A N/A N/A N/A Total Debt / Adj. EBITDA 4.0 5.9 x 3.4 x 3.6 x 3.4 x 3.0 x 2.6 x Source: Source: Management Five Year Plan approved by the Special Committee on January 15, 2020, Management internal 2019 11+1 Forecast as of January 15, 2020, which is not materially different than the 10+2 Forecast approved by the Special Committee on January 15, 2020 and Management preliminary 2020 monthly budget as of January 16, 2020. Note: Adjusted EBITDA, EBIT and Diluted EPS exclude store impairments, gain from credit card settlement and pre-opening costs identified by Management. a) Represents year-to-date comparable store sales. b) Represents omni-channel comparable sales, which are not comparable with historical periods. With the rollout of Smart Fulfillment in August 2019 and BOPIS in September 2019, a significant portion of ECommerce sales have shifted to ship-from-store, and to a lesser extent, BOPIS. As a result, ECommerce comparable sales are down (15.6%) as of December YTD. c) Represents Total Comp, inclusive of leased departments (DSW & LXR). d) Defined as Cash Flow from Operating Activities less Capital Expenditures. e) Assumes 8.0x rent methodology as it is not yet clear that the lender and credit analyst communities have altered their leverage measurement methodologies for revised lease accounting rules. Private and Confidential 7


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Summary Financial Valuation Overview 1/28/20 1/28/20 1/27/20 Current Price Price w/ Control Premium(a) Offer Price $0.64 $0.85 $0.90 Selected Public Companies $1.45 Selected Precedent Transactions $5.08 Discounted Cash Flow (b) $1.49 52-Week Trading Range $0.64 $1.23 — $1.00 $2.00 $3.00 $4.00 $5.00 Note: 52-Week Trading Range is for informational purposes only. a) Source: FactSet. 32.7% based on a median one-day premium for transactions of $100M to $300M enterprise value with North American targets, in which at least a 50% stake was acquired. Excludes financial services, healthcare, real estate and energy/mining/minerals industries. b) Assumes terminal value EBITDA multiple of 3.5x—6.0x for the terminal value method, perpetuity growth rate of 0.0%—2.0% for the perpetuity growth rate method and WACC of 9.5% to 11.5% for both methods. Private and Confidential 8


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Public Companies EV/EBITDA and P/E Performance EV / EBITDA Multiples (a) EV / LTM EBITDA EV / LTM EBITDA Median: 5.1x EV / CY 2019E EBITDA EV / CY 2019E EBITDA Median: 5.4x 8.3 x 7.1 x 5.8 x 5.4 x 5.5 x 5.6 x 4.7 x 4.7 x 4.3 x 3.7 x 3.2 x NM NM(b) NM JCP JWN DDS KSS M CATO SSI Market Capitalization ($mm): $257 $5,979 $1,718 $7,058 $5,212 $391 $95 LTM Adj. EBITDA % Margin: 5.3% 9.0% 6.5% 10 .6% 10 .1% 6.3% 1.0% Total Debt / Adj. EBITDA: 6.9x 1.9x 1.6x 1.6x 1.8x 0.0x 22 .2x P / E Multiples CY 2020E P/E Ratio CY 2020E P/E Ratio Median: 10.3x CY 2021E P/E Ratio CY 2021E P/E Ratio Median: 10.7x 20.9 x 19.6 x 11.0 x 11.4 x 9.7 x 9.9 x 7.0 x 7.4 x NM NM NM NM NM NM DDS JWN KSS M SSI CATO JCP Source: Public filings, Capital IQ as of January 28, 2020. a) Note: Enterprise value does not include capitalized operating leases (per IFRS 16, effective January 2019) as debt. b) EV / LTM Adjusted EBITDA multiple for SSI is 26.3x due to a low positive EBITDA and is deemed non-material for trading purposes. Private and Confidential 9


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Summary Valuation Based on Selected Public Companies (Amounts in Millions, Except Per Share Data) Adjusted EBITDA Valuation Multiples Implied Equity Value (a) Implied Per Share Value (b) LTM Q3 FY 2019A $30.0 3.2 x—5.8 x ($8)—$70 ($ 0.16)—$1.45 CY 2019E / LTM (Dec. ‘19) 27.9 4.3 x—5.6 x 16—52 0.33—1.08 Adjusted EPS Valuation Multiples Implied Equity Value (b) Implied Per Share Value (b) CY 2020E $0.02 7.0 x—20.9 x $6—$18 $ 0.13—$0.38 CY 2021E 0.03 7.4 x—19.6 x 10—28 0.22—0.57 Source: Management Five Year Plan approved by the Special Committee on January 15, 2020 and Management internal 2019 11+1 Forecast as of January 15, 2020, which is not materially different than the 10+2 Forecast approved by the Special Committee on January 15, 2020. a) Net debt of $104.0M represents total debt less cash as of January 4, 2020 per Management internal 2019 11+1 Forecast. b) Total shares outstanding of 48.4M as of January 27, 2020 per Company Management. Private and Confidential 10


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Selected Precedent Transactions (Amounts in USD, Millions) Date Enterprise EV as a Multiple of LTM: Announced Acquiror Target Value Sales EBITDA Aug-19 Liberty Tax Sears Outlet $133 27.4% 3.7 x Aug-19 Le Tote Lord & Taylor C$133 (a) NM NM Jun-19 Elliott Management Barnes & Noble Inc. $683 19.2% 4.6 x May-17 Camping World Gander Mountain (b) 34 25.6% ND Oct-16 Dick’s Golfsmith (b) 43 8.7% ND Aug-16 Versa Capital Management Vestis Retail Group (b) 115 (c) 28.8% NM Source: Company fillings and other publicly available information. a) Total deal value includes C$99.5M upfront cash consideration, C$33.2M in the form of a promissory note payable in cash two years from closing and a minority equity stake in Le Tote. b) Companies sold in 363 sale process. c) Enterprise Value per implied recoveries from October 9, 2018 Disclosure Statement. Private and Confidential 11


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Summary Valuation Based on Selected Precedent Transactions (Amounts in Millions, Except Per Share Data) Total Revenue Valuation Multiples Implied Equity Value (a) Implied Per Share Value (b) LTM (Dec. ‘19) $1,234.4 8.7%—28.8% $ 3—$252 $ 0.07—$5.08 Adj. EBITDA Valuation Multiples Implied Equity Value (a) Implied Per Share Value (b) LTM (Dec. ‘19) $27.9 3.7 x—4.6 x ($ 1)—$24 ($ 0.02)—$0.49 Source: Management Five Year Plan approved by the Special Committee on January 15, 2020 and Management internal 2019 11+1 Forecast as of January 15, 2020, which is not materially different than the 10+2 Forecast approved by the Special Committee on January 15, 2020. a) Net debt of $104.0M represents total debt less cash as of January 4, 2020 per Management internal 2019 11+1 Forecast. b) Total shares outstanding of 49.5M, which includes 1.2M RSUs, as of January 27, 2020 per Company Management. Private and Confidential 12


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Discounted Cash Flow Analysis (Amounts in Millions, Except Per Share Data) Fiscal Year 1 Mo. 2019B 2020E 2021E 2022E 2023E 2024E Total Revenue $64.4 $1,254.8 $1,277.6 $1,297.3 $1,321.5 $1,366.2 % Growth (0.2%) 1.7% 1.8% 1.5% 1.9% 3.4% Adj. EBITDA (a) (4.6) 37.5 34.2 33.7 35.4 38.1 % of Net Sales (7.2%) 3.0% 2.7% 2.6% 2.7% 2.8% Adj. EBIT (a) (7.0) 10.2 9.7 12.3 17.0 21.3 % of Net Sales (10.8%) 0.8% 0.8% 0.9% 1.3% 1.6% Taxes @ 25.0% 1.7 (2.6) (2.4) (3.1) (4.3) (5.3) Tax-Effected Adj. EBIT (5.2) 7.7 7.3 9.2 12.8 16.0 Depreciation & Amortization 2.3 27.3 24.4 21.4 18.3 16.8 Capital Expenditures (2.2) (10.6) (16.0) (14.8) (15.8) (15.2) Change in Net Working Capital (23.8) 1.8 (2.7) (1.8) (2.9) (8.8) Free Cash Flow ($28.9) $26.1 $13.0 $14.0 $12.4 $8.9 Growth in Free Cash Flow 81.8% (50.1%) 7.1% (11.3%) (28.5%) Terminal Value / Adj. EBITDA Multiple 3.5 x 3.50 x 3.5 x 4.8 x 4.75 x 4.8 x 6.0 x 6.00 x 6.0 x Discount Rate 9.5% 10.5% 11.5% 9.5% 10.5% 11.5% 9.5% 10.5% 11.5% Present Value of Free Cash Flow $30.6 $29.4 $28.2 $30.6 $29.4 $28.2 $30.6 $29.4 $28.2 Present Value of Terminal Value 84.7 80.9 77.3 114.9 109.8 104.9 145.1 138.7 132.5 Total Enterprise Value $115.3 $110.3 $105.5 $145.5 $139.1 $133.1 $175.8 $168.0 $160.7 Less: Net Debt (b) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) Total Equity Value $11.3 $6.3 $1.5 $41.6 $35.2 $29.1 $71.8 $64.1 $56.7 Total Equity Value Per Share (c) $0.23 $0.13 $0.03 $0.86 $0.74 $0.60 $1.49 $1.33 $1.17 Terminal Value as a % of Total Value 73.4% 73.4% 73.3% 78.9% 78.9% 78.8% 82.6% 82.5% 82.5% Implied Perpetuity Growth Rate 2.7% 3.6% 4.6% 4.4% 5.4% 6.3% 5.4% 6.4% 7.3% Perpetuity Growth Rate 0.0% 0.0% 0.0% 1.0% 1.0% 1.0% 2.0% 2.0% 2.0% Discount Rate 9.5% 10.5% 11.5% 9.5% 10.5% 11.5% 9.5% 10.5% 11.5% Present Value of Free Cash Flow $30.6 $29.4 $28.2 $30.6 $29.4 $28.2 $30.6 $29.4 $28.2 Present Value of Terminal Value 59.1 51.1 44.6 66.7 57.0 49.3 76.4 64.4 55.1 Total Enterprise Value $89.7 $80.5 $72.8 $97.4 $86.4 $77.5 $107.0 $93.8 $83.2 Less: Net Debt (b) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) Total Equity Value ($14.2) ($23.5) ($31.2) ($6.6) ($17.5) ($26.5) $3.0 ($10.2) ($20.7) Total Equity Value Per Share (c) ($0.29) ($0.49) ($0.65) ($0.14) ($0.36) ($0.55) $0.06 ($0.21) ($0.43) Terminal Value as a % of Total Value 65.9% 63.5% 61.3% 68.5% 66.0% 63.7% 71.4% 68.7% 66.2% Implied Terminal Value / Adj. EBITDA 2.4 x 2.2 x 2.0 x 2.8 x 2.5 x 2.2 x 3.2 x 2.8 x 2.5 x Source: Management Five Year Plan approved by the Special Committee on January 15, 2020 and Management internal 2019 11+1 Forecast as of January 15, 2020, which is not materially different than the 10+2 Forecast approved by the Special Committee on January 15, 2020. Note: Discounted to January 28, 2020. a) Adj. EBITDA and Adj. EBIT exclude pre-opening expenses and relocated/closed stores impairments. b) Net debt of $104.0M represents total debt less cash as of January 4, 2020 per Management internal 2019 11+1 Forecast. c) Per share data based on share count of 48.4M as of January 27, per Company Management. Private and Confidential 13


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Appendix Private and Confidential 14


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Weighted Average Cost of Capital ($ in Millions) LTM Interest Total Implied Market Levered Debt / Unlevered Name Expense Debt (a) Cost of Debt Cap. Beta (b) Equity Beta (c) Stratosphere ($9) $112 8.2% $31 1.32 357.7% 0.36 Kohl’s ($216) $3,298 6.5% $7,058 1.08 46.7% 0.80 Macy’s (192) 4,683 4.1% 5,212 1.05 89.8% 0.63 Nordstrom (89) 2,679 3.3% 5,979 1.01 44.8% 0.76 Dillard’s (47) 666 7.1% 1,718 1.03 38.8% 0.80 Cato — — NM 391 0.74 — 0.74 J. C. Penney (298) 4,205 7.1% 257 1.31 1,634.6% 0.10 Stage Stores (16) 365 4.3% 95 0.96 383.9% 0.25 Median (excl. Stratosphere) 5.4% 1.03 46.7% 0.74 WACC Calculation (Assuming Median Beta and D/E) Assumptions Cost of Equity Calculation Risk Free Rate of Return (d) 1.7% Risk Free Rate of Return (d) 1.7% Historical Market Risk Premium (e) 6.9% Historical Market Risk Premium (e) 6.9% Size Premium (e) (f) 5.2% Levered Beta (b) 1.00 Marginal Tax Rate 25.0% Size Premium (e) (f) 5.2% Cost of Equity 13.8% Other Inputs Before Tax Cost of Debt 5.4% WACC Calculation After-Tax Cost of Debt 4.1% Cost of Equity 13.8% Debt / Equity 46.7% Equity / Total Capitalization 68.2% Debt / Total Capitalization 31.8% After-Tax Cost of Debt 4.1% Levered Beta (b) 1.00 Debt / Total Capitalization 31.8% Unlevered Beta (c) 0.74 WACC 10.7% a) Assumes book value of debt approximates market value. Does not include capitalized operating leases (per IFRS 16, effective January 2019) as debt. b) Source: Bloomberg 5-year adjusted weekly beta as reported on January 28, 2020. c) Unlevered Beta = Levered Beta / {1+(Debt/Market Equity)*(1-Tax Rate)}. d) 10-year Treasury Note yield as of January 28, 2020. e) Source: Duff & Phelps 2018 Valuation Handbook. f) Size premium of 5.22% for companies with market capitalizations between $2.5M and $321.6M. Private and Confidential 15


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Premiums Paid Analysis ($ in Millions) Announce Enterprise One Day 30-Day Date Acquirer Target Value Premium Premium Dec-19 Lumos Networks; EQT Partners North State Telecommunications $236.5 29.6% 23.1% Nov-19 ICV Partners Diversified Restaurant Holdings 176.4 123.4% 75.0% Sep-19 Greenbriar Equity Group Arotech Corp. 102.1 32.7% 38.2% Sep-19 Accel-KKR et al. MAM Software Group 152.1 15.4% 13.7% Aug-19 Assurance Global Services Computer Task Group 106.8 33.8% 47.8% Aug-19 Austin Nichols & Co. Castle Brands 263.3 92.1% 136.1% Jun-19 Atlantis Acquisitionco Canada Corp. Hydrogenics Corp. 279.4 (3.1%) 55.3% Jun-19 YANMAR America Corp. ASV Holdings 104.0 332.5% 200.0% Jun-19 Extreme Networks, Inc. Aerohive Networks 198.7 39.5% 25.7% May-19 Vintage Capital Management Liberty Tax 160.8 31.1% 19.9% Apr-19 MTY Food Group, Inc. Papa Murphy’s Holdings 197.4 31.9% 15.8% Apr-19 The Ancora Group J. Alexander’s Holdings 262.4 12.5% 22.7% Apr-19 Cresco Labs CannaRoyalty Corp. 276.6 (54.1%) (41.2%) Mar-19 HEXO Corp. Newstrike Brands 125.0 4.1% (11.6%) Feb-19 Tesla Maxwell Technologies 293.6 96.3% 234.8% Dec-18 Cerberus Capital Management Sparton Corp. 253.9 41.0% 47.8% Nov-18 Altair Engineering Datawatch Corp. 162.6 35.2% 13.9% Oct-18 General Catalyst et al. Intersections 102.6 107.3% 111.5% Oct-18 Z Capital Group; Affinity Gaming Full House Resorts 211.9 79.6% 67.3% Sep-18 Stryker Corp. Invuity 188.7 28.7% 87.3% Aug-18 Moody’s Analytics Maryland Corp. Reis 251.1 32.2% 2.7% Aug-18 The Invus Group et al. Zoe’s Kitchen 295.3 33.4% 27.9% Aug-18 Roark Capital Group; FOCUS Brands Jamba 194.5 16.3% 20.8% Apr-18 NICE Systems, Inc. Mattersight Corp. 105.0 25.6% 17.4% Apr-18 SPX Corp. ELXSI Corp. 152.6 30.4% 29.9% Mar-18 William Morris Endeavor et al. NeuLion 203.0 116.5% 103.9% Mar-18 GP Investimentos Ltda. Bravo Brio Restaurant Group 100.1 16.8% 35.0% Feb-18 AMC Networks, Inc. RLJ Entertainment 163.7 61.5% 59.4% Jan-18 Duravant LLC Key Technology 172.0 50.6% 34.1% Median 32.7% 34.1% Source: FactSet. Represents transactions of $100-$300M in enterprise value with North American targets, in which at least a 50% stake was acquired. Excludes financial services, healthcare, real estate and energy/mining/minerals industries. Private and Confidential 16

Exhibit 99(C)(8)

 

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Project Stratosphere January 30, 2020 Private and Confidential


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Disclaimer The following pages contain material provided to the Board of Directors (the “Board of Directors”) of Stein Mart, Inc. (the “Company”) by PJ Solomon, L.P. and its affiliates, including, without limitation, PJ Solomon Securities, LLC (collectively, “PJ Solomon” or “Solomon”) in connection with Project Stratosphere. These materials were prepared on a confidential basis in connection with an oral presentation to the Board of Directors and not with a view toward complying with the disclosure standards under state or federal securities laws or otherwise. These materials are solely for use of the Board of Directors in its evaluation of the proposed transaction and may not be used for any other purpose or disclosed to any party without PJ Solomon’ prior written consent. The information contained in this presentation was based solely on publicly available information or information furnished to PJ Solomon by the Company. PJ Solomon has relied, without independent investigation or verification, on the accuracy, completeness and fair presentation of all such information and the conclusions contained herein are conditioned upon such information (whether written or oral) being accurate, complete and fairly presented in all respects. This presentation includes certain statements, estimates and projections provided by the Company with respect to the historical and anticipated future performance of the Company. Such statements, estimates and projections contain or are based on significant assumptions and subjective judgments made by the Company’s management. None of PJ Solomon, its affiliates or its or their respective employees, directors, officers, contractors, advisors, members, successors or agents makes any representation or warranty in respect of the accuracy, completeness or fair presentation of any information, projections or any conclusion contained herein. PJ Solomon, its affiliates and its and their respective employees, directors, officers, contractors, advisors, members, successors and agents shall have no liability with respect to any information, projections or matter contained herein, or any oral information provided herewith or data any of them generates. The information contained herein should not be assumed to have been updated at any time subsequent to date shown on the first page of the presentation and the delivery of the presentation does not constitute a representation by PJ Solomon that such information will be updated at any time after the date of the presentation. Neither PJ Solomon nor any of its affiliates is an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction. The Company acknowledges that PJ Solomon is an affiliate of Natixis, a global full service commercial and investment bank. These materials are not and should not be construed as a fairness opinion. Private and Confidential 1


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Selected Proposed Transaction Terms Acquiror Kingswood Capital Management, LLC Per Share Consideration $0.90 in cash Stock Price Premiums To: Current Price ($ 0.65): 38.4% Offer Premium 30-Days VWAP ($ 0.67): 34.3% 60-Days VWAP ($ 0.69): 30.8% 90-Days VWAP ($ 0.72): 25.4% Implied Equity Value (a) $44.6M Implied Enterprise Value (b) $148.5M $28.6M new equity from Kingswood Financing $16.0M rollover equity from Jay Stein (c) Remainder drawn from new $ 240M Wells Fargo ABL Credit Facility and $ 35M Pathlight FILO Term Loan Go Shop / No Shop No shop with a termination right to pay a 5.0% of equity value (including rollover shares) break fee and accept a Superior Proposal Parent required to pay 5.0% of equity value (including rollover shares) reverse break fee paid if it fails to close when Reverse Termination Fee required to do so Termination Date 6 Months from Date of Agreement Minimum Excess Availability 35.0% of ABL Credit Facility Loan Cap (d) at Close a) Based on 48.4M total shares outstanding and 1.2M Restricted Stock Units (RSUs) as of January 27, 2020 per Company Management. b) Based on cash of $8.5M and total debt of $112.4M as of January 4, 2020 per Management internal 2019 11+1 Forecast. c) Based on 17.4M total shares held by Jay Stein as of January 30, 2020 per Wells Fargo. d) Defined as the lesser of the net ABL Borrowing Base and the Credit Facility Size. Private and Confidential 2


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Overview of Presented Materials Presentation to Presentation to the Special Committee Today (1/30) (a) the Board of Directors (1/27) (a) and Board of Directors (1/29) (a) 1/24/20 1/22/20 1/24/20 1/28/20 1/28/20 1/27/20 1/30/20 1/30/20 1/27/20 Price Indication Price w/ Control Premium(b) Price Price w/ Control Premium(b) Offer Price Price w/ Control Premium(b) Offer $0.66 $0.85 $0.88 $0.64 $0.85 $0.90 $0.65 $0.86 $0.90 Selected Public $1.54 $1.45 $0.09 $1.51 Companies Selected Precedent $4.80 $5.08 $5.08 Transactions Discounted Cash Flow (c) — $1.51 — $1.49 $1.49 — $1.00 $2.00 $3.00 — $1.00 $2.00 $3.00 — $1.00 $2.00 $3.00 a) Share count for January 27, 2020, analysis provided by Company Management on January 4, 2020. Share counts for January 29, 2020, and January 30, 2020, analyses provided by Company Management on January 28, 2020, and include 585K of RSAs and reflect updated common shares outstanding as per Computershare. b) Source: FactSet. 32.7% based on a median one-day premium for transactions of $100M to $300M enterprise value with North American targets, in which at least a 50% stake was acquired. Excludes financial services, healthcare, real estate and energy/mining/minerals industries. c) Assumes terminal value EBITDA multiple of 3.5x—6.0x for the terminal value method, perpetuity growth rate of 0.0%—2.0% for the perpetuity growth rate method and WACC of 9.5% to 11.5% for both methods. Discounted to same date of closing stock prices used for the respective analyses. Private and Confidential 3


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Public Companies and Selected Precedent Transactions Multiple Ranges Presentation to Presentation to the Special Committee the Board of Directors (1/27) (a) and Board of Directors (1/29) (b) Today (1/30) (c) Purchase Price $ 0.85 $ 0.90 $ 0.90 Closing Price $ 0.66 $ 0.64 $ 0.65 Public Companies EV / LTM Q3 3.2 x – 5.9 x 3.2 x – 5.8 x 3.6 x – 5.9 x FY’19 EBITDA EV / CY’19E EBITDA / LTM 4.3 x – 5.6 x 4.3 x – 5.6 x 4.3 x – 5.5 x (Dec. ’19) Selected Precedent Transactions EV / LTM 8.7% – 27.4% 8.7% – 28.8% (d) 8.7% – 28.8% (d) Revenue EV / LTM 3.7 x – 4.6 x 3.7 x – 4.6 x 3.7 x – 4.6 x EBITDA a) Based on January 24, 2020 closing stock prices. b) Based on January 28, 2020 closing stock prices. c) Based on January 30, 2020 closing stock prices. d) Note: Range adjusted to reflect updated value for Versa Capital Management / Vestis Retail Group credit bid. Private and Confidential 4


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Offer Summary ($ in Millions, Except Per Share Data) Current Kingswood Market (Public Net Debt) Market (Avg. Net Debt) Market (Private Net Debt) Offer 1/30/2020 1/30/2020 1/30/2020 1/27/2020 Stock Price / Proposed Offer Price $0.65 $0.65 $0.65 $0.90 Shares Outstanding (a) 48.4 48.4 48.4 48.4 Restricted Stock Units (b) — — — 1.2 Option Equivalent Shares (c) — — — — Diluted Shares Outstanding 48.4 48.4 48.4 49.5 Total Equity Value $31.4 $31.4 $31.4 $44.6 Plus: Net Debt 157.3 (d) 136.8 (e) 104.0 (f) 104.0 (f) Total Enterprise Value $188.8 $168.2 $135.4 $148.5 Premium / (Discount) to: Current Price 1/30/2020 $0.65 — % — % — % 38.4 % 30-Day VWAP 0.67 (3.0) (3.0) (3.0) 34.3 60-Day VWAP 0.69 (5.5) (5.5) (5.5) 30.8 90-Day VWAP 0.72 (9.4) (9.4) (9.4) 25.4 180-Day VWAP 0.75 (12.8) (12.8) (12.8) 20.7 52-Week High 2/14/2019 1.23 (47.1) (47.1) (47.1) (26.8) 52-Week Low 1/28/2020 0.64 1.9 1.9 1.9 41.0 Enterprise Value as a Multiple of: Total Revenue LTM (Q3 ‘19)—Public $1,240.6 15.2 % 13.6 % 10.9 % 12.0 % LTM (Dec. ‘19) (g) 1,234.4 15.3 13.6 11.0 12.0 Adj. EBITDA LTM (Q3 ‘19)—Public $30.0 6.3 x 5.6 x 4.5 x 4.9 x LTM (Dec. ‘19) (g) 27.9 6.8 6.0 4.9 5.3 FY 2019B (g) 24.9 7.6 6.7 5.4 6.0 Price as a Multiple of: Diluted Adj. EPS FY 2020E (g) $0.02 30.9 x 30.9 x 30.9 x 42.8 x FY 2021E (g) 0.03 21.6 21.6 21.6 30.0 a) Total shares outstanding of 48.4M as of January 27, 2020, per Company Management, which includes 0.6M Restricted Stock Awards. b) Restricted Stock Units (RSUs) as of January 27, 2020, per Company Management, which are not included in shares outstanding and have a double trigger change-in-control provision. c) Assumes treasury stock method based on 1.4M stock options outstanding with no options in the money as of January 27, 2020, per Company Management. d) Based on cash of $13.0M and total debt of $170.3M as of November 2, 2019 per Company FY 2019 Q3 10-Q filing. e) Based on average month-end net debt balances for the last twelve months from January 2019 through December 2019. f) Based on cash of $8.5M and total debt of $112.4M as of January 4, 2020 per Management internal 2019 11+1 Forecast. g) Source: Management Five Year Plan approved by the Special Committee on January 15, 2020, Management internal 2019 11+1 Forecast as of January 15, 2020, which is not materially different than the 10+2 Forecast approved by the Special Committee on January 15, 2020 and Management preliminary 2020 budget as of January 16, 2020. Private and Confidential 5


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Stratosphere Summary Capitalization and Market Data (Amounts in Millions, Except Per Share Data) Stock Information Financial Information Credit Statistics Ticker Symbol STRAT Fiscal Year End Feb 2, 2019 As of Stock Exchange NasdaqGS LTM Date—Public Nov 2, 2019 Dec-19 (b) Stock Price as of 1/30/20 $0.65 LTM Date—Private Jan 4, 2020 Adj. Debt / Adj. EBITDAR (c) 7.1 x Total Debt / Adj. EBITDA 4.0 x 52-Week Stock Price LTM Revenue (Q3 ‘19)—Public $1,240.6 Net Debt / Adj. EBITDA 3.7 x High 2/14/19 $1.23 LTM Revenue (Dec. ‘19)—Private (b) 1,234.4 Adj. EBITDA / Interest, Net 3.0 x Low 1/28/20 0.64 LTM Adj. EBITDA (Q3 ‘19)—Public 30.0 LTM Adj. EBITDA (Dec. ‘19)—Private (b) 27.9 5-Year Stock Price FY 2019B Adj. EBITDA—Private (b) 24.9 High 2/26/15 $16.46 Total Debt / Total Capitalization 78.5% Low 2/8/18 0.51 LTM Adj. EPS (Q3 ‘19)—Public ($0.17) Net Debt / Net Capitalization 77.1% FY 2019B Adj. EPS—Private (b) (0.26) Average Daily Volume (3 Mo.) 0.1 FY 2020E Adj. EPS—Private (b) 0.02 Shares Sold Short 3.1 FY 2021E Adj. EPS—Private (b) 0.03 Short Int. as % of Public Float (a) 9.3% Market Capitalization and Firm Value Market Valuation Beneficial Ownership by Category (g) Stock Price as of 1/30/20 $0.65 Enterprise Value as a Multiple of: Beneficial Percent of Shares Outstanding (d) 48.4 LTM Revenue (Q3 ‘19)—Public 15.2% Ownership Total Option Equivalent Shares (e) — LTM Adj. EBITDA (Q3 ‘19)—Public 6.3 x Jay Stein 15.3 31.1% Equity Value $31.4 FY 2019B Adj. EBITDA—Private (b) 7.6 x Other Insiders 2.1 4.3% Plus: Total Debt (f) 170.3 Stock Price as a Multiple of: Top 10 Institutions 2.9 5.9% Less: Cash & Cash Equivalents (13.0) FY 2020E Adj. EPS—Private (b) 30.9 x Public and Other 28.9 58.7% Enterprise Value $188.8 FY 2021E Adj. EPS—Private (b) 21.6 x Total 49.2 100.0% a) Excludes shares beneficially owned by Jay Stein. b) Source: Management Five Year Plan approved by the Special Committee on January 15, 2020, Management internal 2019 11+1 Forecast as of January 15, 2020, which is not materially different than the 10+2 Forecast approved by the Special Committee on January 15, 2020 and Management preliminary 2020 monthly budget as of January 16, 2020. c) Assumes 8.0x rent methodology as it is not yet clear that the lender and credit analyst communities have altered their leverage measurement methodologies for revised lease accounting rules. d) Total shares outstanding of 48.4M as of January 27, 2020, per Company Management. e) Assumes treasury stock method based on 1.4M stock options outstanding with no options in the money as of January 27, 2020, per Company Management. f) Total financial debt – does not include operating lease liabilities. As of November 2, 2019 per Company FY 2019 Q3 10-Q filing. g) Includes exercisable options held by directors and executive officers. Source: Company’s Proxy Statement dated May 7, 2019. Private and Confidential 6


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Stock Price Performance Stock Price Performance (January 30, 2017 – January 30, 2020) $ 8.00 Median 3-Yr 2-Yr 6-Mo $1.19 $0.82 $0.76 $ 6.00 $ 4.00 $ 2.00 $0.65 $ 0.00 Jan-17 Jan-18 Jan-19 Jan-20 Indexed Stock Performance (January 30, 2017 – January 30, 2020) 100% Stratosphere Select Broadlines(a) Off-Price(b) S&P Adjusted Retail (c) Note: Select Broadlines does not 84.5% ) include Sears, Gordmans and ge Bon-Ton due to the fact they 58.7% an 50% entered bankruptcy during this Ch period (% ce 0% an rform (10.2%) Pe (50%) e Pric (81.9%) (100%) Jan-17 Jan-18 Jan-19 Jan-20 Source: Capital IQ as of January 30, 2020. a) Comprised of JWN, M, KSS, DDS, JCP, SSI and CATO. b) Comprised of CTRN, ROST, TJX, BURL and FIVE. c) Comprised of AAP, AN, AZO, BBBY, BBY, KMX, DG, DLTR, FL, GPC, KSS, JWN, ROST, SIG, TGT, GPS, TJX, TIF, ULTA, URBN, TSCO, ORLY, LB, LKQ, M, HD and LOW. Private and Confidential 7


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Historical Financials (Amounts in Millions, Except Per Share Data) Fiscal Year LTM LTM CAGR Income Statement Data 2014A 2015A 2016A 2017A 2018A Oct-19 Dec-19 FY14-FY18 Total Revenue $1,323.7 $1,367.0 $1,374.6 $1,332.6 $1,272.7 $1,240.6 $1,234.4 (1.0%) Gross Profit 392.8 392.4 373.1 344.9 352.9 341.1 337.2 (2.6) Adj. SG&A 305.7 315.7 328.5 337.3 313.4 311.1 309.3 0.6 Adj. EBITDA 87.0 76.7 44.6 7.6 39.5 30.0 27.9 (17.9) Adj. EBIT 53.9 43.8 8.4 (26.9) 7.3 1.1 (0.6) (39.4) Diluted EPS $0.59 $0.51 $0.01 ($0.52) ($0.13) ($0.14) ($0.17) NM Adjusted Diluted EPS $0.68 $0.54 $0.07 ($0.43) ($0.10) ($0.17) ($0.22) NM Number of Stores 270 278 290 293 287 283 283 Margins Gross Profit 29.7% 28.7% 27.1% 25.9% 27.7% 27.5% 27.3% Adj. EBITDA 6.6 5.6 3.2 0.6 3.1 2.4 2.3 Adj. EBIT 4.1 3.2 0.6 (2.0) 0.5 0.1 (0.0) Comparable Sales Store Sales N/A N/A N/A (7.1%) (2.6%) (2.3%) (a) (2.0%) (a) ECommerce N/A N/A N/A 33.5 38.8 10.2 (a) (b) 9.0 (a) (b) Total Comp Sales (excl. DSW & LXR) 3.3% 1.0% (3.8%) (5.5) (1.1) (1.9) (a) (c) (1.7) (a) (c) Growth Rates Total Revenue 4.8% 3.3% 0.6% (3.1%) (4.5%) (5.8%) (4.4%) Adj. EBITDA 65.5 (11.9) (41.9) (82.9) 418.4 (27.2) (32.8) Adj. EBIT 2.5 (18.7) (80.7) NM NM (87.9) NM Balance Sheet and Cash Flow Data Cash $65.3 $11.8 $10.6 $10.4 $9.0 $13.0 $8.5 Total Debt — 190.2 181.8 156.1 153.3 170.3 112.4 Depreciation and Amortization 29.1 29.9 32.6 32.3 32.4 21.2 28.5 Cum. FY14-YTD19 Capital Expenditures (40.2) (44.4) (42.4) (21.2) (9.0) (6.8) (6.1) ($163.3) Change in Net Working Capital (14.1) (18.5) 17.0 32.9 (25.4) (4.5) (12.5) Free Cash Flow (d) 12.2 (6.0) 18.2 26.5 (0.1) 17.8 7.3 58.2 Leverage and Interest Coverage Ratios Adj. Debt / Adj. EBITDAR (e) 3.8 x 5.4 x 6.9 x 9.1 x 6.8 x 7.4 x 7.1 x Total Debt / Adj. EBITDA — 2.5 4.1 20.5 3.9 5.7 4.0 Note: Stratosphere paid a $5.00 / share special dividend in FY 2015. Source: Company Management and SEC filings. LTM includes results through October per publicly available financials and through December per Company internal financials. a) Represents year-to-date comparable store sales. b) Represents omni-channel comparable sales, which are not comparable with historical periods. With the rollout of Smart Fulfillment in August 2019 and BOPIS in September 2019, a significant portion of ECommerce sales have shifted to ship-from-store, and to a lesser extent, BOPIS. As a result, ECommerce comparable sales are down (15.6%) as of December YTD. c) Represents Total Comp, inclusive of leased departments (DSW & LXR). d) Defined as Cash Flow from Operating Activities less Capital Expenditures. e) Assumes 8.0x rent methodology as it is not yet clear that the lender and credit analyst communities have altered their leverage measurement methodologies for revised lease accounting rules. Private and Confidential 8


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Projected Financials (Amounts in Millions, Except Per Share Data) LTM Fiscal Year CAGR Income Statement Data Dec-19 2019B 2020P 2021P 2022P 2023P 2024P FY19-FY24 Total Revenue $1,234.4 $1,234.2 $1,254.8 $1,277.6 $1,297.3 $1,321.5 $1,366.2 2.1% Gross Profit 337.2 335.3 348.8 353.9 358.4 365.4 376.6 2.4 Adj. SG&A 309.3 310.3 311.2 319.7 324.7 330.0 338.5 1.8 Adj. EBITDA 27.9 24.9 37.5 34.2 33.7 35.4 38.1 8.9 Adj. EBIT (0.6) (3.3) 10.2 9.7 12.3 17.0 21.3 NM Diluted EPS ($0.17) ($0.25) ($0.00) $0.01 $0.05 $0.12 $0.22 NM Adjusted Diluted EPS ($0.22) ($0.26) $0.02 $0.03 $0.07 $0.15 $0.25 NM Number of Stores 283 283 281 277 274 276 280 Margins Gross Profit 27.3% 27.2% 27.8% 27.7% 27.6% 27.7% 27.6% Adj. EBITDA 2.3 2.0 3.0 2.7 2.6 2.7 2.8 Adj. EBIT (0.0) (0.3) 0.8 0.8 0.9 1.3 1.6 Comparable Sales Store Sales (2.0%) (a) (1.2%) 2.5% 1.5% 1.5% 1.4% 1.5% ECommerce 9.0 (a) (b) (16.3) (4.2) 14.4 13.5 10.0 10.0 Total Comp Sales (excl. DSW & LXR) (1.7) (a) (c) (1.8) 2.2 1.9 2.0 1.8 1.9 Growth Rates Total Revenue (4.4%) (3.0%) 1.7% 1.8% 1.5% 1.9% 3.4% Adj. EBITDA (32.8) (36.8) 50.5 (9.0) (1.3) 4.9 7.8 Adj. EBIT NM NM NM (4.9) 26.2 38.7 25.2 Balance Sheet and Cash Flow Data Cash $8.5 $12.0 $12.0 $12.0 $12.0 $12.0 $12.0 Total Debt 112.4 147.5 129.0 121.6 113.3 104.7 97.8 Depreciation and Amortization 28.5 28.2 27.3 24.4 21.4 18.3 16.8 Cum. FY20-FY24 Capital Expenditures (6.1) (7.7) (10.6) (16.0) (14.8) (15.8) (15.2) (72.4) Change in Net Working Capital (12.5) (3.7) 1.8 (2.7) (1.8) (2.9) (8.8) Free Cash Flow (d) 7.3 7.6 21.6 9.4 10.4 8.7 6.7 56.8 Leverage and Interest Coverage Ratios Adj. Debt / Adj. EBITDAR (e) 7.1 x N/A N/A N/A N/A N/A N/A Total Debt / Adj. EBITDA 4.0 5.9 x 3.4 x 3.6 x 3.4 x 3.0 x 2.6 x Source: Management Five Year Plan approved by the Special Committee on January 15, 2020, Management internal 2019 11+1 Forecast as of January 15, 2020, which is not materially different than the 10+2 Forecast approved by the Special Committee on January 15, 2020 and Management preliminary 2020 monthly budget as of January 16, 2020. Note: Adjusted EBITDA, EBIT and Diluted EPS exclude store impairments, gain from credit card settlement and pre-opening costs identified by Management. a) Represents year-to-date comparable store sales. b) Represents omni-channel comparable sales, which are not comparable with historical periods. With the rollout of Smart Fulfillment in August 2019 and BOPIS in September 2019, a significant portion of ECommerce sales have shifted to ship-from-store, and to a lesser extent, BOPIS. As a result, ECommerce comparable sales are down (15.6%) as of December YTD. c) Represents Total Comp, inclusive of leased departments (DSW & LXR). d) Defined as Cash Flow from Operating Activities less Capital Expenditures. e) Assumes 8.0x rent methodology as it is not yet clear that the lender and credit analyst communities have altered their leverage measurement methodologies for revised lease accounting rules. Private and Confidential 9


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Summary Financial Valuation Overview 1/30/20 1/30/20 1/27/20 Current Price Price w/ Control Premium(a) Offer Price $0.65 $0.86 $0.90 Selected Public Companies $0.09 $1.51 Selected Precedent Transactions $5.08 Discounted Cash Flow (b) $1.49 52-Week Trading Range $0.64 $1.23 — $1.00 $2.00 $3.00 $4.00 $5.00 Note: 52-Week Trading Range is for informational purposes only. a) Source: FactSet. 32.7% based on a median one-day premium for transactions of $100M to $300M enterprise value with North American targets, in which at least a 50% stake was acquired. Excludes financial services, healthcare, real estate and energy/mining/minerals industries. b) Assumes terminal value EBITDA multiple of 3.5x—6.0x for the terminal value method, perpetuity growth rate of 0.0%—2.0% for the perpetuity growth rate method and WACC of 9.5% to 11.5% for both methods. Private and Confidential 10


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Public Companies EV/EBITDA and P/E Performance EV / EBITDA Multiples (a) EV / LTM EBITDA EV / LTM EBITDA Median: 5.0x EV / CY 2019E EBITDA EV / CY 2019E EBITDA Median: 5.5x 8.3 x 7.1 x 5.9 x 5.5 x 5.4 x 5.5 x 4.6 x 4.6 x 4.3 x 3.7 x 3.6 x NM NM(b) NM JCP JWN DDS KSS M CATO SSI Market Capitalization ($mm): $250 $6,004 $1,667 $6,977 $5,200 $409 $34 LTM Adj. EBITDA % Margin: 5.3% 9.0% 6.5% 10 .6% 10 .1% 6.3% 1.0% Total Debt / Adj. EBITDA: 6.9x 1.9x 1.6x 1.6x 1.8x 0.0x 22 .2x P / E Multiples CY 2020E P/E Ratio CY 2020E P/E Ratio Median: 10.3x CY 2021E P/E Ratio CY 2021E P/E Ratio Median: 10.6x 24.0 x 17.6 x 11.0 x 11.5 x 9.6 x 9.8 x 7.0 x 7.4 x NM NM NM NM NM NM DDS JWN KSS M SSI CATO JCP Source: Public filings, Capital IQ as of January 30, 2020. a) Note: Enterprise value does not include capitalized operating leases (per IFRS 16, effective January 2019) as debt. b) EV / LTM Adjusted EBITDA multiple for SSI is 22.6x due to a low positive EBITDA and is deemed non-material for trading purposes. Private and Confidential 11


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Summary Valuation Based on Selected Public Companies (Amounts in Millions, Except Per Share Data) Adjusted EBITDA Valuation Multiples Implied Equity Value (a) Implied Per Share Value (b) LTM Q3 FY 2019A $30.0 3.6 x—5.9 x $4—$73 $0.09—$1.51 CY 2019E / LTM (Dec. ‘19) 27.9 4.3 x—5.5 x 16—49 0.33—1.02 Adjusted EPS Valuation Multiples Implied Equity Value (b) Implied Per Share Value (b) CY 2020E $0.02 7.0 x—17.6 x $6—$16 $0.13—$0.32 CY 2021E 0.03 7.4 x—24.0 x 10—34 0.22—0.70 Source: Management Five Year Plan approved by the Special Committee on January 15, 2020 and Management internal 2019 11+1 Forecast as of January 15, 2020, which is not materially different than the 10+2 Forecast approved by the Special Committee on January 15, 2020. a) Net debt of $104.0M represents total debt less cash as of January 4, 2020 per Management internal 2019 11+1 Forecast. b) Total shares outstanding of 48.4M as of January 27, 2020 per Company Management. Private and Confidential 12


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Selected Precedent Transactions (Amounts in USD, Millions) Date Enterprise EV as a Multiple of LTM: Announced Acquiror Target Value Sales EBITDA Aug-19 Liberty Tax Sears Outlet $133 27.4% 3.7 x Aug-19 Le Tote Lord & Taylor C$133 (a) NM NM Jun-19 Elliott Management Barnes & Noble Inc. $683 19.2% 4.6 x May-17 Camping World Gander Mountain (b) 34 25.6% ND Oct-16 Dick’s Golfsmith (b) 43 8.7% ND Aug-16 Versa Capital Management Vestis Retail Group (b) 115 (c) 28.8% NM Source: Company fillings and other publicly available information. a) Total deal value includes C$99.5M upfront cash consideration, C$33.2M in the form of a promissory note payable in cash two years from closing and a minority equity stake in Le Tote. b) Companies sold in 363 sale process. c) Enterprise Value per implied recoveries from October 9, 2018 Disclosure Statement. Private and Confidential 13


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Summary Valuation Based on Selected Precedent Transactions (Amounts in Millions, Except Per Share Data) Total Revenue Valuation Multiples Implied Equity Value (a) Implied Per Share Value (b) LTM (Dec. ‘19) $1,234.4 8.7%—28.8% $ 3—$252 $ 0.07—$5.08 Adj. EBITDA Valuation Multiples Implied Equity Value (a) Implied Per Share Value (b) LTM (Dec. ‘19) $27.9 3.7 x—4.6 x ($ 1)—$24 ($ 0.02)—$0.49 Source: Management Five Year Plan approved by the Special Committee on January 15, 2020 and Management internal 2019 11+1 Forecast as of January 15, 2020, which is not materially different than the 10+2 Forecast approved by the Special Committee on January 15, 2020. a) Net debt of $104.0M represents total debt less cash as of January 4, 2020 per Management internal 2019 11+1 Forecast. b) Total shares outstanding of 49.5M, which includes 1.2M RSUs, as of January 27, 2020 per Company Management. Private and Confidential 14


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Discounted Cash Flow Analysis (Amounts in Millions, Except Per Share Data) Fiscal Year 1 Mo. 2019B 2020E 2021E 2022E 2023E 2024E Total Revenue $64.4 $1,254.8 $1,277.6 $1,297.3 $1,321.5 $1,366.2 % Growth (0.2%) 1.7% 1.8% 1.5% 1.9% 3.4% Adj. EBITDA (a) (4.6) 37.5 34.2 33.7 35.4 38.1 % of Net Sales (7.2%) 3.0% 2.7% 2.6% 2.7% 2.8% Adj. EBIT (a) (7.0) 10.2 9.7 12.3 17.0 21.3 % of Net Sales (10.8%) 0.8% 0.8% 0.9% 1.3% 1.6% Taxes @ 25.0% 1.7 (2.6) (2.4) (3.1) (4.3) (5.3) Tax-Effected Adj. EBIT (5.2) 7.7 7.3 9.2 12.8 16.0 Depreciation & Amortization 2.3 27.3 24.4 21.4 18.3 16.8 Capital Expenditures (2.2) (10.6) (16.0) (14.8) (15.8) (15.2) Change in Net Working Capital (23.8) 1.8 (2.7) (1.8) (2.9) (8.8) Free Cash Flow ($28.9) $26.1 $13.0 $14.0 $12.4 $8.9 Growth in Free Cash Flow 81.8% (50.1%) 7.1% (11.3%) (28.5%) Terminal Value / Adj. EBITDA Multiple 3.5 x 3.50 x 3.5 x 4.8 x 4.75 x 4.8 x 6.0 x 6.00 x 6.0 x Discount Rate 9.5% 10.5% 11.5% 9.5% 10.5% 11.5% 9.5% 10.5% 11.5% Present Value of Free Cash Flow $30.6 $29.4 $28.2 $30.6 $29.4 $28.2 $30.6 $29.4 $28.2 Present Value of Terminal Value 84.7 80.9 77.4 115.0 109.8 105.0 145.2 138.7 132.6 Total Enterprise Value $115.4 $110.3 $105.5 $145.6 $139.2 $133.2 $175.9 $168.1 $160.8 Less: Net Debt (b) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) Total Equity Value $11.4 $6.4 $1.6 $41.6 $35.3 $29.2 $71.9 $64.2 $56.8 Total Equity Value Per Share (c) $0.24 $0.13 $0.03 $0.86 $0.74 $0.60 $1.49 $1.33 $1.18 Terminal Value as a % of Total Value 73.4% 73.4% 73.3% 78.9% 78.9% 78.8% 82.6% 82.5% 82.5% Implied Perpetuity Growth Rate 2.7% 3.6% 4.6% 4.4% 5.4% 6.3% 5.4% 6.4% 7.3% Perpetuity Growth Rate 0.0% 0.0% 0.0% 1.0% 1.0% 1.0% 2.0% 2.0% 2.0% Discount Rate 9.5% 10.5% 11.5% 9.5% 10.5% 11.5% 9.5% 10.5% 11.5% Present Value of Free Cash Flow $30.6 $29.4 $28.2 $30.6 $29.4 $28.2 $30.6 $29.4 $28.2 Present Value of Terminal Value 59.1 51.1 44.6 66.8 57.1 49.4 76.4 64.4 55.1 Total Enterprise Value $89.8 $80.5 $72.8 $97.4 $86.5 $77.5 $107.1 $93.8 $83.3 Less: Net Debt (b) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) (104.0) Total Equity Value ($14.2) ($23.4) ($31.2) ($6.5) ($17.5) ($26.4) $3.1 ($10.1) ($20.7) Total Equity Value Per Share (c) ($0.29) ($0.48) ($0.64) ($0.14) ($0.36) ($0.55) $0.06 ($0.21) ($0.43) Terminal Value as a % of Total Value 65.9% 63.5% 61.3% 68.5% 66.0% 63.7% 71.4% 68.7% 66.2% Implied Terminal Value / Adj. EBITDA 2.4 x 2.2 x 2.0 x 2.8 x 2.5 x 2.2 x 3.2 x 2.8 x 2.5 x Source: Management Five Year Plan approved by the Special Committee on January 15, 2020 and Management internal 2019 11+1 Forecast as of January 15, 2020, which is not materially different than the 10+2 Forecast approved by the Special Committee on January 15, 2020. Note: Discounted to January 30, 2020. a) Adj. EBITDA and Adj. EBIT exclude pre-opening expenses and relocated/closed stores impairments. b) Net debt of $104.0M represents total debt less cash as of January 4, 2020 per Management internal 2019 11+1 Forecast. c) Per share data based on share count of 48.4M as of January 27, per Company Management. Private and Confidential 15


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Appendix Private and Confidential 16


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Weighted Average Cost of Capital ($ in Millions) LTM Interest Total Implied Market Levered Debt / Unlevered Name Expense Debt (a) Cost of Debt Cap. Beta (b) Equity Beta (c) Stratosphere ($9) $112 8.2% $31 1.32 357.6% 0.36 Kohl’s ($216) $3,298 6.5% $6,977 1.08 47.3% 0.79 Macy’s (192) 4,683 4.1% 5,200 1.05 90.1% 0.63 Nordstrom (89) 2,679 3.3% 6,004 1.01 44.6% 0.76 Dillard’s (47) 666 7.1% 1,667 1.03 40.0% 0.79 Cato — — NM 409 0.74 — 0.74 J. C. Penney (298) 4,205 7.1% 250 1.31 1,684.7% 0.10 Stage Stores (16) 365 4.3% 34 0.96 1,070.3% 0.11 Median (excl. Stratosphere) 5.4% 1.03 47.3% 0.74 WACC Calculation (Assuming Median Beta and D/E) Assumptions Cost of Equity Calculation Risk Free Rate of Return (d) 1.6% Risk Free Rate of Return (d) 1.6% Historical Market Risk Premium (e) 6.9% Historical Market Risk Premium (e) 6.9% Size Premium (e) (f) 5.2% Levered Beta (b) 1.01 Marginal Tax Rate 25.0% Size Premium (e) (f) 5.2% Cost of Equity 13.7% Other Inputs Before Tax Cost of Debt 5.4% WACC Calculation After-Tax Cost of Debt 4.1% Cost of Equity 13.7% Debt / Equity 47.3% Equity / Total Capitalization 67.9% Debt / Total Capitalization 32.1% After-Tax Cost of Debt 4.1% Levered Beta (b) 1.01 Debt / Total Capitalization 32.1% Unlevered Beta (c) 0.74 WACC 10.6% a) Assumes book value of debt approximates market value. Does not include capitalized operating leases (per IFRS 16, effective January 2019) as debt. b) Source: Bloomberg 5-year adjusted weekly beta as reported on January 30, 2020. c) Unlevered Beta = Levered Beta / {1+(Debt/Market Equity)*(1-Tax Rate)}. d) 10-year Treasury Note yield as of January 30, 2020. e) Source: Duff & Phelps 2018 Valuation Handbook. Private and f) Size premium of 5.22% for companies with market capitalizations between $2.5M and $321.6M. Confidential 17


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Premiums Paid Analysis ($ in Millions) Announce Enterprise One Day 30-Day Date Acquirer Target Value Premium Premium Dec-19 Lumos Networks; EQT Partners North State Telecommunications $236.5 29.6% 23.1% Nov-19 ICV Partners Diversified Restaurant Holdings 176.4 123.4% 75.0% Sep-19 Greenbriar Equity Group Arotech Corp. 102.1 32.7% 38.2% Sep-19 Accel-KKR et al. MAM Software Group 152.1 15.4% 13.7% Aug-19 Assurance Global Services Computer Task Group 106.8 33.8% 47.8% Aug-19 Austin Nichols & Co. Castle Brands 263.3 92.1% 136.1% Jun-19 Atlantis Acquisitionco Canada Corp. Hydrogenics Corp. 279.4 (3.1%) 55.3% Jun-19 YANMAR America Corp. ASV Holdings 104.0 332.5% 200.0% Jun-19 Extreme Networks, Inc. Aerohive Networks 198.7 39.5% 25.7% May-19 Vintage Capital Management Liberty Tax 160.8 31.1% 19.9% Apr-19 MTY Food Group, Inc. Papa Murphy’s Holdings 197.4 31.9% 15.8% Apr-19 The Ancora Group J. Alexander’s Holdings 262.4 12.5% 22.7% Apr-19 Cresco Labs CannaRoyalty Corp. 276.6 (54.1%) (41.2%) Mar-19 HEXO Corp. Newstrike Brands 125.0 4.1% (11.6%) Feb-19 Tesla Maxwell Technologies 293.6 96.3% 234.8% Dec-18 Cerberus Capital Management Sparton Corp. 253.9 41.0% 47.8% Nov-18 Altair Engineering Datawatch Corp. 162.6 35.2% 13.9% Oct-18 General Catalyst et al. Intersections 102.6 107.3% 111.5% Oct-18 Z Capital Group; Affinity Gaming Full House Resorts 211.9 79.6% 67.3% Sep-18 Stryker Corp. Invuity 188.7 28.7% 87.3% Aug-18 Moody’s Analytics Maryland Corp. Reis 251.1 32.2% 2.7% Aug-18 The Invus Group et al. Zoe’s Kitchen 295.3 33.4% 27.9% Aug-18 Roark Capital Group; FOCUS Brands Jamba 194.5 16.3% 20.8% Apr-18 NICE Systems, Inc. Mattersight Corp. 105.0 25.6% 17.4% Apr-18 SPX Corp. ELXSI Corp. 152.6 30.4% 29.9% Mar-18 William Morris Endeavor et al. NeuLion 203.0 116.5% 103.9% Mar-18 GP Investimentos Ltda. Bravo Brio Restaurant Group 100.1 16.8% 35.0% Feb-18 AMC Networks, Inc. RLJ Entertainment 163.7 61.5% 59.4% Jan-18 Duravant LLC Key Technology 172.0 50.6% 34.1% Median 32.7% 34.1% Source: FactSet. Represents transactions of $100-$300M in enterprise value with North American targets, in which at least a 50% stake was acquired. Excludes financial services, healthcare, real estate and energy/mining/minerals industries. Private and Confidential 18

Exhibit 99(d)(2)

EXECUTION VERSION

January 30, 2020

Stratosphere Holdco, LLC

c/o Kingswood Capital Management, L.P.

11777 San Vicente Blvd. Suite 650

Los Angeles, CA 90049

Attention: Alex Wolf

 

Re:

Rollover Investment Commitment

Ladies and Gentlemen:

This letter agreement (this “Agreement”) sets forth the commitment of Stein Family Holdco LLC (the “Rollover Investor”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Common Stock described in Section 1 below to Stratosphere Holdco, LLC, a Delaware limited liability company (“Parent”), in exchange for equity securities of Parent as described in Section 1 below. It is contemplated that, pursuant to the Agreement and Plan of Merger dated as of January 30, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Stratosphere Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Stein Mart, Inc., a Florida corporation (the “Company”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger. Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the Merger Agreement.

1.     Commitment. The Rollover Investor hereby commits (the “Commitment”), subject to the terms and conditions set forth herein, to transfer, contribute and deliver to Parent immediately prior to the Closing, all of the shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) beneficially owned, directly or indirectly, by it (which, as of the date hereof, are set forth opposite the Rollover Investor’s name on Schedule A hereto and represent 17,339,544 shares of Common Stock), together with any other securities convertible or exchangeable into Common Stock (the “Rollover Investment”) in exchange for 33.33% of the Class A Units in Parent (the “Parent Equity Securities”); provided that the Rollover Investor shall not, under any circumstances, be obligated to transfer, contribute or deliver to Parent any amounts or consideration other than the Rollover Investment, or to otherwise provide funds to Parent or any of its Affiliates (which for these purposes shall be deemed not to include the Company) in connection with the transactions contemplated by the Merger Agreement. The parties hereto intend for the Rollover Investment to be treated as a tax-deferred contribution described under Section 721 of the Internal Revenue Code of 1986, as amended, and will treat the Rollover Investment as such for all tax purposes unless otherwise required by applicable law, provided, that such characterization and treatment shall not be a condition to the performance by any party of its obligations hereunder.

2.     Conditions. The obligation of the Rollover Investor to fund the Rollover Investment shall be subject to (i) the execution and delivery of the Merger Agreement by the parties thereto, (ii) the satisfaction or waiver of each of the conditions to Parent and Merger Sub’s obligations to effect the Closing set forth in Sections 6.1 and 6.2 of the Merger Agreement (other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction or waiver of such conditions), (iii) the execution and delivery of the Parent Amended and Restated Limited Liability Company Agreement of Parent, in the form attached hereto as Schedule B, by Parent, Kingswood Stratosphere Investor, LLC, the Rollover Investor and the other parties thereto and (iv) the prior or substantially contemporaneous (A) funding of the Debt Financing contemplated by, and in accordance with the terms of, the Debt Financing Commitments (or any applicable alternative financing


EXECUTION VERSION

 

arrangements) or written confirmation that such Financing will be funded on the Closing Date if the Commitment is funded at the Closing, and (B) the substantially contemporaneous consummation of the Merger in accordance with the terms of the Merger Agreement, provided, that the Rollover Investor shall not be permitted to assert a failure of the condition set forth in clause (B) above if the Rollover Investor’s failure to perform the Commitment shall have been the primary cause of the failure of such condition.

3.     Parties in Interest; Third Party Beneficiaries. The parties hereto intend that the Company shall be, and is, an express third party beneficiary of this Agreement, but only to the extent set forth in Section 4, and the Company may rely on and enforce the terms hereof on behalf of Parent against the Rollover Investor, to the extent (and only to the extent) set forth in Section 4. Except as otherwise set forth in this Section 3 or in Section 14, this Agreement shall only be binding upon the parties hereto and their respective successors and permitted assigns in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto and their respective successors and permitted assigns any rights or remedies hereunder or any rights to enforce the Commitment or any provision of this Agreement.

4.     Enforceability. The Rollover Investor acknowledges and agrees that the Company is entitled to specific performance or other equity remedy to specifically enforce the Rollover Investor’s Commitment, subject to the conditions of Section 8.15(b) of the Merger Agreement, and for no other purpose (including without limitation, any claim for monetary damages hereunder), provided, that the Company shall also be a third party beneficiary of and entitled to enforce the provisions of Sections 3, 6 (with respect to the first sentence only), 9, 10, 11, 12, 14 and 15 hereof. Except as set forth in the preceding sentence or in Section 15, this Agreement may only be enforced by Parent. None of Parent’s creditors, owners, Affiliates (other than the Rollover Investor) or Representatives or the Company (except as provided above) or its creditors, owners, Affiliates or Representatives shall have any right to enforce this Agreement or to cause Parent to enforce this Agreement.

5.     Further Assurances. The Rollover Investor shall take all further action, and execute and deliver, or cause to be executed or delivered, such additional documents and agreements as may be reasonably necessary to consummate the Commitment as contemplated by this Agreement.

6.     No Modification; Entire Agreement. This Agreement may not be amended or otherwise modified, nor may any provision be waived, without the prior written consent of Parent and the Rollover Investor. This Agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Rollover Investor or any of the Rollover Investor’s Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, with respect to the Commitment.

7.     Governing Law; Jurisdiction; Venue; Waiver of Jury Trial.

(a)     This Agreement (and any claim or controversy arising out of or relating to this letter agreement) shall be governed by, and construed in accordance with, the laws of the State of Florida, applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. Each party hereto agrees that service of process upon such party in any action or proceeding arising out of or relating to this Agreement shall be effective if notice is given as set forth in Section 8.7 of the Merger Agreement, in the case of Parent, and at the address set forth on Schedule A, in the case of the Rollover Investor.

(b)     Each party to this Agreement (i) irrevocably and unconditionally submits to the personal jurisdiction of the federal and state courts of the United States of America located in the State of Florida, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other


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request for leave from any such court, (iii) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated by this Agreement against any party hereto shall be brought, tried and determined only in the state and federal courts in Duval County, State of Florida (or, only if the state and federal courts in Duval County, State of Florida decline to accept jurisdiction over a particular matter, any state or federal court within the State of Florida) (the “Chosen Courts”), (iv) waives any claim of improper venue or any claim that those courts are an inconvenient forum and (v) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement against the other party or its Affiliates in any court other than the Chosen Courts, except to the extent that all such courts shall lawfully decline to exercise such jurisdiction and except that any party may seek to enforce or implement any order obtained in any such courts or in any other court of competent jurisdiction. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 17 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof.

(c)     EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION (7).

8.     Counterparts. This Agreement may be executed in counterparts (including by facsimile or by .pdf delivered via email), each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

9.     Confidentiality; Cooperation. Except as may be required by applicable Law (including any filing by the Rollover Investor or Parent with the Securities Exchange Commission (the “SEC”) as required by applicable securities laws (including the Exchange Act)), court process or the rules and regulations of any national securities exchange or national securities quotation system (and then only after as much advance notice and consultation as is feasible), and except as may be permitted by Section 5.10 of the Merger Agreement, (a) the Rollover Investor shall not make any press release, public announcement or other communication with respect to the business or affairs of the Company, Parent or Merger Sub, including this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, without the prior written consent of Parent and (b) Parent shall not make any press release, public announcement or other communication with respect to the Rollover Investor or its business or affairs, including this Agreement and the transactions contemplated hereby, without the prior written consent of the Rollover Investor. Following prior review by the Rollover Investor, and with the Rollover Investor’s reasonable comments taken into consideration by Parent, the Rollover Investor hereby (i) consents to and authorizes the publication and disclosure by Parent of the Rollover Investor’s identity and holding of shares of Common Stock and any other equity securities of the Company which are beneficially owned by the Rollover Investor as of the date hereof or acquired after the date hereof and prior to the termination of this Agreement, and the nature of the Rollover Investor’s commitments, arrangements and understandings under this Agreement in any disclosure document required to be filed with the SEC under applicable Law in connection with the Merger or any other transactions contemplated


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by the Merger Agreement and (ii) agrees as promptly as practicable to notify Parent of any required corrections with respect to any written information supplied by the Rollover Investor specifically for use in any such disclosure document. Without limitation of the foregoing, the Rollover Investor shall provide to Parent all information concerning the Rollover Investor and cooperation as may be reasonably requested by Parent in connection with the Company’s preparation and filing of the Proxy Statement, Schedule 13E-3 and any other filings required under applicable securities Laws and the resolution of any comments thereto received from the SEC. The Rollover Investor shall promptly correct any information provided by it for use in the Proxy Statement, Schedule 13E-3 and any other filings required under applicable securities Laws if and to the extent such information shall have become false or misleading in any material respect.

10.     Termination; Termination Fee.

(a)    The obligation of the Rollover Investor under or in connection with this Agreement will terminate automatically and immediately upon the earliest to occur of (i) the Effective Time (at which time all such obligations shall be discharged), (ii) the valid termination of the Merger Agreement pursuant to Article VII thereof, (iii) the Company asserts in any litigation or other proceeding any claim (whether in tort, contract or otherwise) against the Rollover Investor or any Parent Related Party (other than Parent and Merger Sub) in connection with this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby and (iv) the Company or any of its Subsidiaries accepting payment in full of the Parent Termination Fee and all other amounts due pursuant to the Merger Agreement; provided, that the Rollover Investor shall not have any liability under this Agreement after the valid termination of this Agreement.

(b)    If the Merger Agreement is terminated and, in connection therewith, the Company pays Parent the Termination Fee (as defined in the Merger Agreement), within two (2) Business Days after receipt thereof Parent will use funds received as the Termination Fee to reimburse the Rollover Investor for reasonably documented transaction expenses actually incurred by the Rollover Investor (or its equity owners) up to an aggregate cap equal to 33.33% of the Termination Fee received.

11.     Assignment. The Commitment evidenced by this Agreement shall not be assignable or transferred, in whole or in part, by Parent without the Rollover Investors’ prior written consent, and the granting of such consent in a given instance shall be solely in the discretion of the Rollover Investor and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment; provided, that the rights and obligations of Parent hereunder (including the Commitment) may be assigned by Parent to any Person (i) to whom the Merger Agreement is validly assigned in accordance with the terms thereof and (ii) that is an entity formed for purposes of the transactions contemplated by the Merger Agreement and that does not have any assets, liabilities or operations (other than in connection with the transactions contemplated by the Merger Agreement or those incidental to its formation). No assignment or transfer of any rights or obligations hereunder by the Rollover Investor shall be permitted without the prior written consent of Parent. Any purported assignment of this Agreement or the Commitment in contravention of this Section 11 shall be void.

12.     Representations and Warranties. The Rollover Investor hereby represents and warrants to Parent that (a) this Agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this Agreement, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity; (b) it is the beneficial owner of the shares of Common Stock identified with respect


EXECUTION VERSION

 

to it (as set forth on Schedule A), free and clear of any Lien (other than those arising under applicable securities laws and those arising under this Agreement), and has full and unrestricted power to dispose of all of such shares of Common Stock as contemplated by this Agreement without the consent or approval of, or any other action on the part of, any other Person; (c) other than the shares of Common Stock identified as owned by it on Schedule A, it does not, and will not at the consummation of the transactions contemplated by Section 1 hereof, beneficially own, directly or indirectly, any shares of Common Stock and does not own any rights, options, warrants, or any other securities or obligations convertible or exchangeable into or exercisable for, or giving it a right to subscribe for or acquire, any shares of capital stock or other equity interests of the Company or any of its Subsidiaries, (d) other than any filing by it with the SEC as required by Sections 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by it, the consummation by it of the transactions contemplated hereby or compliance by it with any of the provisions hereof: (i) requires any consent or other permit of, or filing by it with or notification to, any Governmental Entity or any other Person by it except as contemplated by the Merger Agreement, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or contract to which it is a party or by which it or any of the shares of Common Stock identified with respect to it (as set forth on Schedule A) may be bound or affected, (iii) violates any Law applicable to it or the shares of Common Stock identified with respect to it (as set forth on Schedule A), or (iv) results in a Lien upon any of the shares of Common Stock identified with respect to it (as set forth on Schedule A) (other than any Lien arising under this Agreement), other than, in each case in this clause (d), any matter which would not adversely affect in any material respect the ability of the Rollover Investor to perform his obligations hereunder or consummate the transactions contemplated hereby; (e) it has not entered into any stock transfer, disposition, commitment or other agreement or arrangement that is inconsistent with this Agreement (including, without limitation, his Commitment described herein); (f) it had access to all of the information required in order to evaluate an investment in Parent; (g) it is an “accredited investor” within the meaning of Rule 501 under Regulation D promulgated by the SEC under the Securities Act of 1933, as amended (the “Securities Act”); (h) it is acquiring the Parent Equity Securities for his own account, for investment and not with a view to any resale or distribution thereof in violation of applicable securities laws; (i) it understands that the Parent Equity Securities have not been registered under the Securities Act or any United States state securities laws and may not be assigned, sold or otherwise transferred without registration under the Securities Act or any relevant state securities laws or exemption therefrom, and that as of the date hereof Parent has no obligation or intention to register the Parent Equity Securities under the Securities Act or United States state securities laws; and (j) it may therefore be required to bear the economic risk of holding the Parent Equity Securities for an indefinite period of time.

13.     Severability. If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term, condition or other provision hereof is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated by this Agreement are fulfilled to the extent possible.

14.     Power of Attorney. In order to effect the obligation of the Rollover Investor to make the Rollover Investment on the terms and subject to the conditions set forth in this Agreement, the Rollover Investor hereby grants a power of attorney to Parent, with full power of substitution, with respect to the matters set forth herein, and hereby authorizes the Secretary of Parent to execute all appropriate documents and instruments to effect such Rollover Investment by the Rollover Investor as shall be


EXECUTION VERSION

 

required under the terms of this Agreement, if the Rollover Investor fails to execute such documents and instruments substantially simultaneously upon the satisfaction of the conditions set forth in Section 2 above. The power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the parties hereto in connection with this Agreement and the transactions contemplated by the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable until the valid termination of this Agreement.

15.     Specific Performance. The parties hereto agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, would occur in the event that the parties hereto do not perform any provision of this Agreement in accordance with its specified terms or otherwise breach such provisions. Accordingly, the parties hereto acknowledge and agree that the parties hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled in Law or in equity. Each of the parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party hereto seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to prove actual damages and shall not be required to provide any bond or other security in connection with such order or injunction.

16.     Intentionally Omitted.

17.     Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when delivered or sent if delivered in person or sent by facsimile transmission (provided confirmation of facsimile transmission is obtained), (ii) on the fifth (5th) Business Day after dispatch by registered or certified mail, (iii) on the next Business Day if transmitted by national overnight courier or (iv) on the date delivered if sent by e-mail (provided confirmation of e-mail receipt is obtained), in each case as follows. Notices, demands and communications, in each case to the respective parties, shall be sent to the applicable address set forth below, unless another address has been previously specified in writing by such party:

Notices to the Rollover Investor:

If to the Rollover Investor, as provided in Schedule A.

Notices to Parent or Merger Sub:

If to Parent or Merger Sub, as provided in Section 8.7 of the Merger Agreement.

18.     No Recourse. Without limiting any obligations of Parent or Merger Sub under the Merger Agreement, the parties to the Voting Agreement under the Voting Agreement or Kingswood Capital Management, L.P. under the Confidentiality Agreement, but notwithstanding anything else in this Agreement, each party hereto, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that no recourse under this Agreement shall be had against any (i) Related Party (as defined below) of the Rollover Investor (other than Parent or Merger Sub and their respective permitted successors and assigns) or (ii) any Related Party of any of such Related Parties (other than the Rollover Investor, Parent or Merger Sub and their respective permitted successors and assigns), in each case whether by the enforcement of any assessment or by any legal or equitable proceedings, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no


EXECUTION VERSION

 

personal liability whatsoever under this Agreement shall attach to, be imposed on, or otherwise be incurred (whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim by or on behalf of Parent against any Related Party of the Rollover Investor, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise) by (x) any Related Party of the Rollover Investor (other than Parent or Merger Sub and their respective successors and permitted assigns) or (y) any Related Party of any of such Related Parties (other than the Rollover Investor, Parent or Merger Sub and their respective successors and permitted assigns), in each case, for any obligations of the Rollover Investor under this letter agreement. For the purposes of this letter agreement, the term “Related Party” shall mean any and all former, current or future directors, officers, employees, agents, direct or indirect equity holders, controlling persons, general or limited partners, managers, members, stockholders, representatives or Affiliates of a person.

19.     Headings; Construction. The descriptive headings contained in this Agreement are for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. Each party acknowledges that it and its respective counsel have reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

[Remainder of the page intentionally left blank]

[Signature page follows]


EXECUTION VERSION

 

IN WITNESS WHEREOF, the undersigned hereby execute this Rollover Investment Commitment as of the date first set forth above.

 

        Sincerely,
               ROLLOVER INVESTOR:
  STEIN FAMILY HOLDCO LLC
 

/s/ Jay Stein

  Name:   Jay Stein
  Title:   Manager
Agreed to and accepted:
  PARENT:
  STRATOSPHERE HOLDCO, LLC
  By:   Kingswood Capital Management, L.P., its manager
  By:  

/s/ Alex Wolf

  Name:   Alex Wolf
  Title:   Managing Partner


EXECUTION VERSION

 

Schedule A

Rollover Investment

 

Rollover Investor

  

Address

   Shares of
Common
Stock
 
Stein Family Holdco LLC   

1200 Riverplace Blvd.

Jacksonville, Florida 32207

 

With a copy, which shall not constitute notice, to:

 

Latham & Watkins LLP

Attn: David Zaheer

355 South Grand Ave., Ste 100

Los Angeles, CA 90071-1560

Fax: +1.213.891.8763

Email: david.zaheer@lw.com

     17,339,544  


EXECUTION VERSION

 

Schedule B

Limited Liability Company Agreement

Exhibit 99(d)(3)

Execution Version

KINGSWOOD CAPITAL OPPORTUNITIES FUND I, L.P.

KINGSWOOD CAPITAL OPPORTUNITIES FUND I-A, L.P.

C/O KINGSWOOD CAPITAL MANAGEMENT, L.P.

11777 SAN VICENTE BLVD., SUITE 650

LOS ANGELES, CA 90049

January 30, 2020            

Kingswood Stratosphere Investor, LLC

and

Stratosphere HoldCo, LLC

c/o Kingswood Capital Management, L.P.

11777 San Vicente Blvd., Suite 650

Los Angeles, CA 90049

Re: Equity Commitment Letter

Ladies and Gentlemen:

Kingswood Capital Opportunities Fund I, L.P. and Kingswood Capital Opportunities Fund I-A, L.P. (together, the “Investors” and each, an “Investor”) are pleased to offer this commitment, subject to the terms and conditions contained herein, to make an investment, directly or indirectly (through the purchase of membership interests of Kingswood Stratosphere Investor, LLC, a newly formed Delaware limited liability company (“TopCo”) and owner of all of the outstanding equity securities of Stratosphere HoldCo, LLC, a Delaware limited liability company (“Parent” and together with TopCo and Merger Sub (as defined below), the “Buyer Parties”). It is contemplated that Parent will acquire Stein Mart, Inc., a Florida corporation (the “Company”) by way of a merger of Stratosphere Merger Sub, Inc., a Florida corporation and an indirectly wholly-owned subsidiary of Parent (“Merger Sub”), with and into the Company, pursuant to the terms of that certain Agreement and Plan of Merger, of even date herewith, by and among Parent, Merger Sub and the Company (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement,” and such transactions contemplated thereby, the “Transaction”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

1.    Commitment. The Investors hereby agree, jointly and severally, to invest and contribute, or cause to be invested and contributed, directly or indirectly, to Parent (or to an Affiliate or Affiliates of Parent (provided that such Affiliate or Affiliates immediately invests and contributes such cash in full to Parent)) an aggregate amount equal to $28,969,000 in cash (the “Cash Contribution”), subject to the terms and conditions hereof. The proceeds from the Cash Contribution shall be used by Parent solely to fund the Merger Consideration payable to the Company Stockholders and holders of Company Stock Awards and Company Options pursuant to and in accordance with Article II of the Merger Agreement at Closing, together with related fees and expenses of Parent (the “Specified Uses”). Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Investors under this letter agreement shall at no time exceed the aggregate amount of the Cash Contribution less any portion of the Cash Contribution that has been funded in accordance with the terms hereof. The amount of the Cash


Contribution to be funded under this letter agreement may be reduced in an amount specified by TopCo solely to the extent the Buyer Parties do not require the full amount of the Cash Contribution to fully satisfy the Specified Uses.

2.    Closing Conditions. The obligation of the Investors to make the Cash Contribution pursuant to this letter agreement is subject to the satisfaction or waiver, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction or waiver at the Closing of all conditions precedent to the obligations of Parent to consummate the transactions contemplated by the Merger Agreement set forth in Sections 6.1 and 6.2 thereof, (b) the Debt Financing has been funded (or will be concurrently funded if the Cash Contribution is funded by the undersigned) and (c) the contemporaneous consummation of the Transaction.

3.    Enforcement/Recourse.

(a)    Subject in all cases to Section 2, this letter agreement may only be enforced by Parent and TopCo, and by the Company as a third party beneficiary pursuant to the immediately following sentence. Neither the Company nor any Company Related Party shall have any right to enforce this letter agreement; provided that, subject to the terms and conditions of Section 8.15 of the Merger Agreement and the conditions set forth in Sections 2(a) and 2(b) of this letter agreement, the Company shall be entitled to seek specific performance to cause Parent and TopCo (as a third party beneficiary of Parent’s rights against the Investors) to enforce the Investors’ obligation to fund the Cash Contribution, subject to the conditions set forth in Section 2 of this letter agreement, if, and only if: (A) Parent and Merger Sub fail to complete the Closing in accordance with Section 1.2 of the Merger Agreement and (B) the Company has irrevocably confirmed in a written notice to Parent that if specific performance is granted and the Cash Contribution and Debt Financing are funded, then it would take such actions that are required of it by the Merger Agreement to cause the Closing to occur. Concurrently with the execution and delivery of this letter agreement, the Investors are executing and delivering to the Company a Limited Guarantee, dated as of the date hereof, by and among the Investors and the Company, in accordance with the Merger Agreement (the “Limited Guarantee”). The Company’s (i) remedies against the Investors under the Limited Guarantee, (ii) rights as a third party beneficiary expressly set forth in this letter agreement and (iii) remedies against Parent and Merger Sub under the Merger Agreement and (iv) remedies under the Confidentiality Agreement against a party thereto ((i) through (iv) collectively, the “Retained Claims”) shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company at law or in equity against the Investors, the Buyer Parties or any Parent Related Party in respect of any liabilities or obligations arising under, or in connection with, this letter agreement, the Merger Agreement or the Transaction, including without limitation in the event Parent or Merger Sub breaches any obligations under the Merger Agreement, whether or not such breach is caused by the Investors’ breach of their respective obligations under this letter agreement; provided that, in the event (x) the Company successfully compels specific performance of the obligations of Parent to consummate the Transaction in accordance with, and subject to the terms and conditions set forth in, Section 8.15 of the Merger Agreement and (y) the Investors shall have made the Cash Contribution, then neither the Company nor any other person (including, without limitation, any Company Related Party) shall have any remedy against the Investors, any Buyer Related Party or any Parent Related Party, including under the Limited Guarantee.

 

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(b)    Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, TopCo and Parent acknowledge and agrees that (a) notwithstanding that each of the Investors may be a limited liability entity, no recourse hereunder or under the Merger Agreement or under any agreements, documents or instruments delivered in connection with this letter agreement or the Merger Agreement may be had against any former, current or future direct or indirect director, officer, employee, agent or affiliate of either Investor, any former, current or future, direct or indirect holder of any equity interests or securities of either Investor, any former, current or future assignee of either Investor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, other than the Investors and the Buyer Parties, a “Related Person”), whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or the Merger Agreement or under any agreements, documents or instruments delivered in connection with this letter agreement or the Merger Agreement for any claim based on, in respect of or by reason of such obligations or by their creation and (c) under no circumstances shall the Investors or any of their respective Related Persons be liable to any Person for incidental, consequential, punitive, exemplary, or special damages under the Merger Agreement or this letter agreement; provided, that, the foregoing limitation shall not relieve either Investor of its obligations to call, require the contribution of, or otherwise consummate any capital contributions of any Related Person to the extent necessary to make the Cash Contribution.

(c)    The Company is a third-party beneficiary of this Section 3.

4.    Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the termination of the Merger Agreement in accordance with its terms, (b) the funding of the Cash Contribution by the Investor at the Closing and (c) the Company or any of its controlled Affiliates asserting any claim related to the Merger Agreement or this letter agreement, or the transactions contemplated thereby and hereby, against the Investors, any of the Buyer Parties or any Parent Related Party, other than any Retained Claim.

5.    No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assignable by Parent or TopCo without the Investors’ prior written consent, and the granting of such consent in any given instance shall be solely in the discretion of the Investors and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. Each Investor may assign all or a portion of its obligations hereunder to an any Affiliate investment fund that is advised by the investment manager of such Investor or an Affiliate thereof, provided that no such assignment shall relieve such Investor of any liability or obligation hereunder except to the extent actually performed or satisfied by the assignee.

6.    No Other Beneficiaries. Except for the third party beneficiary rights expressly provided to the Company under Sections 3(a) and 13 of this letter agreement, this letter agreement shall be binding on the Investors solely for the benefit of Parent and TopCo, and nothing set forth

 

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in this letter agreement is intended to or shall confer upon or give to any person other than Parent and TopCo (but solely at the direction of the Investors as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent or TopCo to enforce, the Cash Contribution or any provisions of this letter agreement; provided that, notwithstanding anything to the contrary in this letter agreement, any Parent Related Party shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Parent Related Party (including the provisions of Sections 3, 6, 9, 10 and 13 hereof), and all such provisions shall indefinitely survive any termination of this letter agreement. Without limiting the foregoing, no creditor of Parent or TopCo (other than the Company as provided herein) shall have any right to enforce this letter agreement or to cause Parent and TopCo to enforce this letter agreement.

7.    Representations and Warranties. Each Investor hereby represents and warrants that (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by such Investor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of such Investor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against such Investor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law); and (d) the execution, delivery and performance by such Investor of this letter agreement do not and will not violate the Organizational Documents of such Investor or any applicable Law.

8.    Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided, however, that this letter agreement may not be enforced without giving effect to the last sentence of Section 1 and the provisions of Sections 2 through 6, this Section 8 and Sections 9 through 13 hereof. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

9.    General Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this letter agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 8.7 of the Merger Agreement or in such other manner as may be permitted by applicable Law, and nothing in this Section 9 will affect the right of any party hereto to serve legal process in any manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Chosen Courts in the event that any dispute or controversy arises out of this letter agreement, the Merger Agreement or the Transaction; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any Legal Proceeding arising in connection with this letter agreement, the

 

4


Merger Agreement, the Transaction or any of the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (e) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it shall not bring any Legal Proceeding relating to this letter agreement, the Merger Agreement, the Transaction or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Investors and the Company agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

10.    Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY ACKNOWLEDGES AND AGREES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.

11.    Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

12.    Confidentiality. This letter agreement shall be treated as confidential and is being provided to the Buyer Parties (and, to the limited and express extent set forth herein, the Company) solely in connection with the transactions contemplated by the Merger Agreement, as applicable. This letter agreement may not be circulated, quoted or otherwise referred to in any document, other than in the Merger Agreement or otherwise with the express prior written consent of the Investors in each instance; provided that no such written consent is required for any disclosure of the existence of this letter agreement or the contents herein by the parties hereto or the Company (i) to the extent required by applicable Law, legal process or the applicable rules of any national securities exchange or in connection with any required filing with or notice to any Governmental Authority relating to the transactions contemplated by the Merger Agreement (provided that, unless otherwise prohibited by applicable Law, the disclosing party will provide the other party an opportunity to review such required disclosure in advance of such public disclosure being made, which review shall not unreasonably delay such public disclosure), (ii) to the extent that the information is already or becomes publicly available, in each case, other than as a result of a breach of this letter agreement by the disclosing party or any other person, (iii) to the extent necessary to enforce the rights of any party hereto, or any person for whose benefit any provision of this letter agreement is made, in connection with any litigation relating to this letter agreement, the Merger

 

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Agreement or the transactions contemplated thereby or (iv) to the disclosing party’s Representatives and Affiliates who need to know of the existence of this letter agreement or the Merger Agreement and are subject to confidentiality obligations (provided that the disclosing party shall be responsible for any breach of this Section 12 by such Representatives and Affiliates, as if such Representatives and Affiliates were a party hereto).

13.    Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this letter agreement or the actions of the Investor or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, the Laws of the State of Florida, including its statute of limitations, without giving effect to any choice or conflict of Laws (whether of the State of Florida or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Florida. This letter agreement, the Merger Agreement, the Confidentiality Agreement and the Limited Guarantee constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among (a) the Investors and/or the Buyer Parties or any of their respective Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand and (b) the Investors or any of their respective Affiliates, on the one hand, and the Buyer Parties or any of their respective Affiliates, on the other hand and this letter agreement is not intended to and shall not confer any rights or remedies upon any person (including, without limitation, the Company Related Parties other than the parties hereto and the Parent Related Parties) (except as provided in Section 3 and this Section 13 with respect to the Company and the Company Related Parties). Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Investors, the Buyer Related Parties and the Company. The Company shall be a third party beneficiary of the prior sentence. This letter agreement and any amendments hereto may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other party hereto, it being understood that all parties hereto need not sign the same counterpart. Any such counterpart, to the extent delivered by Electronic Delivery, will be treated in all manner and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto may raise the use of an Electronic Delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an Electronic Delivery, as a defense to the formation of a contract, and each party hereto forever waives any such defense, except to the extent such defense relates to lack of authenticity.

[Remainder of page intentionally left blank]

 

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Very truly yours,

KINGSWOOD CAPITAL OPPORTUNITIES FUND I, L.P.

By:  

/s/ Alex Wolf

Name:   Alex Wolf
Title:   Partner

KINGSWOOD CAPITAL OPPORTUNITIES FUND I-A, L.P.

By:  

/s/ Alex Wolf

Name:   Alex Wolf
Title:   Partner

 

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]


Agreed to and accepted as of the date first written above:
STRATOSPHERE HOLDCO, LLC
By:  

Kingswood Capital Management, L.P.,
its manager

By:  

/s/ Alex Wolf

Name:   Alex Wolf
Title:   Managing Partner

KINGSWOOD STRATOSPHERE INVESTOR, LLC

By:  

Kingswood Capital Management, L.P.,
its manager

By:  

/s/ Alex Wolf

Name:   Alex Wolf
Title:   Managing Partner

 

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

Exhibit 99(d)(5)

EXECUTION VERSION

LIMITED GUARANTEE

THIS LIMITED GUARANTEE (“Guarantee”) is made as of January 30, 2020, by Kingswood Capital Opportunities Fund I, L.P. and Kingswood Capital Opportunities Fund I-A, L.P., jointly and severally (each, a “Guarantor”, and together, the “Guarantors”), in favor of Stein Mart, Inc., a Florida corporation (the “Company”).

RECITALS

WHEREAS, the Company, Stratosphere Holdco, LLC (“Parent”), and Stratosphere Merger Sub, Inc., a Florida corporation and an indirectly wholly-owned subsidiary of Parent (“Merger Sub”) have entered into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time in accordance with its terms, the “Merger Agreement”), which provides for the merger of Merger Sub with and into the Company on the terms and subject to the conditions of the Merger Agreement (the “Merger”);

WHEREAS, the Guarantors own, beneficially, a majority of the outstanding equity interests of Kingswood Stratosphere Investor, LLC, a Delaware limited liability company (“MidCo”), which indirectly owns, beneficially, a majority of the outstanding equity interests of Parent;

WHEREAS, pursuant to the Merger Agreement, the Guarantors are required to execute and deliver this Guarantee to guarantee the full and prompt payment of the Guaranteed Obligations; and

WHEREAS, all capitalized terms used herein which are not herein defined shall have the meanings ascribed to them in the Merger Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recitals, each Guarantor agrees and covenants, jointly and severally with the other Guarantor, with the Company as follows:

1.    Each Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees as a primary obligor and not merely as surety to the Company, the full and prompt payment of One Hundred Percent (100%) of Parent’s obligation to (i) pay the Parent Termination Fee in accordance with Section 7.6(d) of the Merger Agreement and (ii) reimburse and indemnify the Company under the second sentence (subject to the parenthetical therein) and sixth sentence of the last paragraph of Section 5.12(b) of the Merger Agreement, (collectively, the “Guaranteed Obligations”), subject to the terms and conditions herein; provided, that the maximum aggregate liability of the Guarantors hereunder shall not exceed an aggregate amount equal to $2,229,000 (the “Maximum Amount”), and the Company hereby agrees that (i) the Guarantors shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee, (ii) no Guarantor shall have any obligation or liability to any person relating to, arising out of or in connection with this Guarantee or the Merger Agreement or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter and (iii) MidCo shall not have any obligation or liability to any person relating to, arising out of or in connection with the Equity Commitment Letter other that as expressly set forth herein or in the Equity Commitment Letter.


2.    It is the intent and purpose of each Guarantor that the obligations under this Guarantee will be absolute, independent and unconditional under any and all circumstances, other than with respect to (a) defenses to the payment of the Guaranteed Obligations that are available to Parent under the Merger Agreement (it being understood that such defenses will be defenses to the Guarantors’ obligations hereunder) or (b) breach by the Company of this Guarantee or any fraud by the Company, and, notwithstanding any other provision of this Guarantee to the contrary, each Guarantor may assert, as a defense to or a release or discharge of, any payment or performance by each Guarantor under this Guarantee, any claim, set-off, deduction, defense or release that Parent could assert against the Company under the terms of, or with respect to, the Merger Agreement that would relieve Parent of its obligations under the Merger Agreement. Each Guarantor hereby waives (a) promptness, diligence, notice of the acceptance of this Guarantee and of the Guaranteed Obligations, presentment for payment or performance, notice of non-payment or non-performance, default, demand, protest, acceleration or dishonor, and (b) to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any person or entity against Parent. Each Guarantor agrees that this Guarantee shall remain in full force and effect without regard to, and shall not be affected or impaired by, any invalidity, irregularity or unenforceability in whole or in part of the Merger Agreement. Each Guarantor waives any and all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to such Guarantor by reason of any Law or otherwise. To the fullest extent permitted by applicable law, each Guarantor hereby expressly and irrevocably waives any and all rights or defenses arising by reason of any applicable law which would otherwise require any election of remedies by the Company. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits.

3.    The Guarantors’ liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement, or that certain letter agreement dated as of even date herewith from MidCo to Parent (the “Equity Commitment Letter”), other than with respect to (a) defenses to the payment of the Guaranteed Obligations that are available to Parent under the Merger Agreement (it being understood that such defenses will be defenses to Guarantor’s obligations hereunder) or (b) breach by the Company of this Guarantee or any fraud by the Company, and, notwithstanding any other provision of this Guarantee to the contrary, each Guarantor may assert, as a defense to or a release or discharge of, any payment or performance by such Guarantor under this Guarantee, any claim, set-off, deduction, defense or release that Parent could assert against the Company under the terms of, or with respect to, the Merger Agreement that would relieve Parent of its obligations under the Merger Agreement. This Guarantee is a guarantee of payment and not of collection, and a separate action or actions may be brought and prosecuted by the Company against the Guarantors to enforce this Guarantee, irrespective of whether any action is brought against Parent or Merger Sub or whether Parent or Merger Sub are joined in any such action or actions.

4.    Each Guarantor agrees that the Company may, in its sole discretion, at any time and from time to time, without notice to or further consent of such Guarantor, extend the time of

 

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payment of any of the Guaranteed Obligations, and may also make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Merger Sub without in any way impairing or affecting such Guarantor’s obligations under this Guarantee or affecting the validity or enforceability of this Guarantee. Each Guarantor agrees that, subject to the terms and provisions hereof, the obligations of such Guarantor hereunder shall not be released or discharged, in whole or in part, and shall not be conditioned upon or otherwise affected by (whether or not such Guarantor has any knowledge or notice thereof and without further consent of such Guarantor): (a) the failure or delay on the part of the Company to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or the Guarantors; (b) any change in the time, place, manner or terms of payment of any of the Guaranteed Obligations, or any extension of the time of payment of, renewal, rescission, waiver, compromise or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any agreement entered into by the Company and Parent and/or Merger Sub in connection therewith; (c) any renewal, rescission, waiver, compromise or other amendment or modification of any terms or provisions of the Merger Agreement, the Equity Commitment Letter or any other agreement evidencing, securing or otherwise executed in connection with any of the Guaranteed Obligations (except to the extent that any such renewal, rescission, waiver, compromise or other amendment or modification modifies or otherwise affects the Guarantee); (d) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations; (f) the existence of any claim, set-off or other right which such Guarantor may have at any time against Parent, Merger Sub or the Company, whether in connection with the Guaranteed Obligations or otherwise; (g) the adequacy of any other means the Company may have of obtaining payment related to the Guaranteed Obligations; (h) any lack or limitation of status or power, incapacity, disability or other legal limitation of Parent or Merger Sub in respect of any Guaranteed Obligations or the lack of validity or enforceability of the Merger Agreement, the Equity Commitment Letter or any other agreement evidencing, securing or otherwise executed in connection with any of the Guaranteed Obligations; (i) any breach of the Merger Agreement; or (j) any other act or omission that may in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity (other than payment of the Guaranteed Obligations).

5.    The Company shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file shall not affect the Guarantors’ obligations hereunder.

6.    Each Guarantor hereby represents and warrants as follows:

(a)    It has the legal capacity and authority to execute, deliver and perform this Guarantee and the execution, delivery and performance of this Guarantee have been duly authorized by all necessary action and do not and will not conflict with or result in any violation of or contravene any applicable law, governmental order or contractual restriction binding on such Guarantor or any of its assets;

 

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(b)    except as provided in this Guarantee, the execution, delivery or performance by such Guarantor of this Guarantee will not result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the property or assets of such Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, credit agreement, or any other material agreement, contract or instrument to which such Guarantor is a party or by which it or any of its property or assets is bound or to which he may be subject;

(c)    (i) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this Guarantee by such Guarantor have been obtained or made and all conditions thereof have been duly complied with, and (ii) no other action by, and no notice to or filing with, any governmental authority is required in connection with the execution, delivery or performance of this Guarantee by such Guarantor; and

(d)    this Guarantee has been duly and validly executed and delivered by such Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable against such Guarantor in accordance with its terms, subject to the Enforceability Exceptions.

7.    No failure on the part of any party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by any party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the parties hereto, or allowed to each of them by law, in equity or by other agreement shall be cumulative and not exclusive of any other, and may be exercised at any time or from time to time.

8.    This Guarantee shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. This Guarantee shall not be assigned, in whole or in part, by operation of law or otherwise by either Guarantor or by the Company without the express written consent of the Company (in the case of an assignment by a Guarantor) or the Guarantors (in the case of an assignment by the Company) and any attempted assignment without such consent shall be null and void. This Guarantee will terminate and cease to be of force and effect upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligation and (c) 60 days following the termination of the Merger Agreement in accordance with its terms, unless one or more claims with respect to one or more Guaranteed Obligations has been asserted by the Company in writing against the Guarantors prior to the end of such 60-day period, in which case this Guarantee will continue in effect until the resolution of such claims and satisfaction, to the extent required, of such Guaranteed Obligations, whereupon this Guarantee will terminate. In the event that the Company or any Company Related Party asserts in any litigation or other proceeding relating to this Guarantee, the Equity Commitment Letter or the Merger Agreement that the provisions hereof are illegal, invalid or unenforceable, in whole or in part, or asserts any theory of liability against the Guarantors or any Parent Related Party other than a Permitted Claim (as defined below), then (x) the obligations of the Guarantors under this Guarantee shall terminate ab initio and be null and void, (y) if the Guarantors have previously made any payments under this Guarantee, they shall be entitled to recover such payments from the Company and (z) neither the Parent nor any Parent Related Party shall have any liability to the Company or any Company Related Parties with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Guarantee.

 

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9.    Except as set forth in Section 4, this Guarantee may not be amended, supplemented, modified or waived except in writing signed by the Guarantors and the Company.

10.    The Company acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything in this Guarantee or in any document or instrument delivered in connection herewith to the contrary, by its acceptance of the benefits of this Guarantee, the Company further agrees that neither it nor any other person (including, without limitation, the Company Related Parties) has any right of recovery against, and no personal liability shall attach to, the Guarantors, or any Parent Related Party, through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantors or any Parent Related Party, or otherwise, except for its rights against the Guarantors under this Guarantee. Recourse against the Guarantors under this Guarantee and the Company’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Company and (ii) all Company Related Parties against the Guarantors and any Parent Related Party (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Company hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its stockholders, optionholders, other equity holders, affiliates and subsidiaries not to institute, any proceeding or bring any other claim arising under, or in connection with, this Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantors or any Parent Related Party, except for (A) claims of the Company against the Guarantors under and in accordance with this Guarantee, (B) claims of the Company against Parent under and in accordance with the Merger Agreement and (C) the exercise of the Company’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, and the Company hereby, on behalf of itself and the Company Related Parties, waives any and all claims arising under, or in connection with, the Merger Agreement, this Guarantee, the Equity Commitment Letter or, in each case, the transactions contemplated hereby or thereby against the Guarantors or any Parent Related Party, and releases such persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Guarantee shall confer or give or shall be construed to confer or give to any person (including any person acting in a representative capacity) other than the Company any rights or remedies against any person, including the Guarantors, except as expressly set forth herein.

11.    In the event that any provision hereof is deemed to be invalid by reason of the operation of any law or by reason of the interpretation placed thereon by any court, this Guarantee shall be construed as not containing such provisions, and the invalidity of such provisions shall not affect other provisions hereof which are otherwise lawful and valid and shall remain in full force and effect.

12.    This Guarantee, together with the Merger Agreement, constitutes the entire agreement with respect to the Guaranteed Obligations and supersedes all prior agreements and understandings both oral and written, between the parties with respect to such subject matter. This Guarantee may be executed in counterparts which together shall constitute one instrument. It shall not be necessary for all parties to sign the same counterpart.

 

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13.    Each party acknowledges that such party and its counsel have reviewed this Guarantee.

14.    All notices and other communications hereunder shall be in writing and shall be addressed as follows (or at such other address for a party as shall be specified by like notice):

If to the Guarantors, to:

Kingswood Capital Management, L.P.

11777 San Vicente Blvd., Suite 650

Los Angeles, CA 90049

Attention: Alex Wolf

Email: awolf@kingswood-capital.com

with a copy (which shall not constitute notice) to:

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

Attention: John Haggerty

Facsimile: 617.649.1411

Email: JHaggerty@goodwinlaw.com

If to the Company, to:

Stein Mart, Inc.

1200 Riverplace Blvd.,

Jacksonville, Florida 32207

Attention: D. Hunt Hawkins

Facsimile: 904.858.2636

Email: hhawkins@steinmart.com

with a copy (which shall not constitute notice) to:

Foley & Lardner LLP

One Independent Drive, Suite 1300

Jacksonville, FL 32202

Attention: Gardner Davis

                  John Wolfel

Facsimile: 904.359.8700

Email: gdavis@foley.com

            jwolfel@foley.com

 

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All such notices or communications shall be deemed to have been delivered and received (a) if delivered in person, on the day of such delivery, (b) if by facsimile or electronic mail, on the day on which such facsimile or electronic mail was sent; provided, that receipt is personally confirmed by telephone, (c) if by certified or registered mail (return receipt requested), on the seventh Business Day after the mailing thereof or (d) if by reputable overnight delivery service, on the second Business Day after the sending thereof.

15.    This Guarantee and any claim or controversy hereunder shall be governed by and construed in accordance with the Laws of the State of Florida without regard to the conflict or choice of laws provisions thereof that would give rise to the application of the domestic substantive law of any other jurisdiction. Each of the parties hereto (a) irrevocably agrees that all actions or proceedings (whether in contract or tort, at law or in equity or otherwise) that may be based upon, arise out of or relate to this Guarantee, or the negotiation, execution or performance of this Guarantee (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Guarantee or as an inducement to enter into this Guarantee) shall be exclusively resolved in the state courts or federal courts located in Duval County, in the State of Florida and (b) waives, to the fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action, suit or proceeding in any such court. Each of the parties hereto hereby agrees that a final judgment in any action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

16.    EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS GUARANTEE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTEE OR THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTEE. EACH PARTY TO THIS GUARANTEE CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

[Signature page follows]

 

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EXECUTION VERSION

IN WITNESS WHEREOF, each Guarantor has executed this Guarantee effective as of the day and year first above written.

 

KINGSWOOD CAPITAL OPPORTUNITIES FUND I, L.P.

By:  

/s/ Alex Wolf

Name:   Alex Wolf
Title:   Partner

KINGSWOOD CAPITAL OPPORTUNITIES FUND I-A, L.P.

By:  

/s/ Alex Wolf

Name:   Alex Wolf
Title:   Partner

 

Accepted and Agreed:
STEIN MART, INC.
By:  

/s/ D. Hunt Hawkins

Name:   D. Hunt Hawkins
Title:   Chief Executive Officer