Item 1.01.Entry into a Material Definitive Agreement.
On June 27, 2025, Caleres, Inc. (the “Company”) and certain of its subsidiaries as co-borrowers and guarantors (Sidney Rich Associates, Inc., BG Retail, LLC, Allen Edmonds LLC, Vionic International LLC, Vionic Group LLC, and Blowfish, LLC (collectively with the Company, the “Borrowers”)) entered into a Seventh Amendment to Fourth Amended and Restated Credit Agreement dated as of June 27, 2025 (the “Amendment”) with a group of lenders named in the Credit Agreement (as hereinafter defined) (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent and collateral agent. The Amendment amended the Fourth Amended and Restated Credit Agreement, dated as of December 18, 2014 (as amended, the “Credit Agreement”).
The Amendment, among other modifications to the Credit Agreement, extends the maturity date of the Credit Agreement from October 5, 2026, to June 27, 2030, and increases the amount of the senior secured revolving credit facilities available to the Borrower by $200.0 million to an aggregate amount of up to $700.0 million, subject to the calculated borrowing base restrictions, which may be further increased by up to $250.0 million, which may be further increased to account for excess borrowing base, from time to time during the term of the Credit Agreement, subject to the approval of the lenders assuming a portion thereof. Under the Credit Agreement, the Borrowers’ obligations are secured by a first-priority security interest in all accounts receivable, inventory and certain other collateral.
As of June 26, 2025, the Company had approximately $271.0 million of credit extensions outstanding (including outstanding letters of credit), and approximately $229.0 million available for borrowing, under the Credit Agreement.
Interest on borrowings is at variable rates based on the Term SOFR rate or the prime rate, as defined in the Credit Agreement, plus a spread based upon the level of “excess availability” under the Credit Agreement (i.e., the excess, if any, of (a) the lesser of the then Loan Cap, over (b) the outstanding credit extensions). There is an unused line fee payable on the excess availability under the facility and a letter of credit fee payable on the outstanding exposure under letters of credit. The Amendment also amends the definition of Permitted Acquisition to permit the consummation of the acquisition of Stuart Weitzman.
The Credit Agreement contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to similar obligations, certain events of bankruptcy and insolvency, judgment defaults and the failure of any guaranty or security document supporting the agreement to be in full force and effect. An event of default under the Credit Agreement will allow the administrative agent to accelerate, and upon certain events of bankruptcy and insolvency will automatically accelerate, the amounts due under the Credit Agreement. In addition, certain additional covenants would be triggered if excess availability were to fall below specified levels, including fixed charge coverage ratio requirements. Furthermore, if excess availability falls below the greater of 10.0% of the Loan Cap and $56.0 million (increased from $40.0 million by the Amendment) for three consecutive business days or an event of default occurs, the collateral agent may assume dominion and control over the Company’s cash (a “cash dominion event”) until such event of default is cured or waived or the excess availability exceeds such amount for 30 consecutive days, provided that a cash dominion event shall be deemed continuing (even if an event of default is no longer continuing and/or excess availability exceeds the required amount for thirty (30) consecutive business days) after a cash dominion event has occurred and been discontinued on two (2) occasions in any twelve (12) month period.
Some of the Lenders under the Credit Agreement and/or their affiliates have or may have had various relationships with the Company and its subsidiaries involving the provision of a variety of financial services, including investment banking, underwriting, commercial banking, letters of credit, for which the Lenders and/or affiliates receive customary fees and, in some cases, out-of-pocket expenses.
The foregoing description is only a summary and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided above in response to Item 1.01 is hereby incorporated by reference into this Item 2.03.
