Designer Brands Inc.
03/04/2026 | Press release | Distributed by Public on 03/04/2026 15:32
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement
On February 27, 2026, Designer Brands Inc. (the "Company") entered into a third amendment to its asset-based revolving Credit Agreement (the "Third Amendment") by and among the Company and certain subsidiaries of the Company from time to time, as U.S. Borrowers, Designer Brands Canada Inc. and other subsidiaries from time to time, as Canadian Borrowers (which are referred to, together with the U.S. Borrowers, as the "Borrowers"), other loan parties, including certain subsidiaries of the Company as U.S. Guarantors (together with the Borrowers, the "Loan Parties"), the lenders party thereto (the "Lenders"), and The Huntington National Bank, as Administrative Agent (the "Administrative Agent"). The Third Amendment amended that certain Credit Agreement dated as of March 30, 2022 by and among the Borrowers, the other Loan Parties, the Lenders, and the Administrative Agent (as previously amended, the "Credit Agreement"). All capitalized terms used herein and not otherwise defined shall have the meanings given in the Third Amendment.
As previously disclosed by the Company on a Current Report on Form 8-K dated March 30, 2022and a Form 8-K dated February 28, 2023, the Credit Agreement provides for an asset-based revolving facility (the "ABL Facility") in the maximum principal amount of $600 million, subject to an Aggregate Borrowing Base. The Third Amendment reduces the maximum commitment of the first-in-last-out term loan facility from up to $30 million to up to $29.5 million (the "FILO Facility," and together with the ABL Facility, the "Credit Facilities"), subject to an Aggregate FILO Borrowing Base. Once repaid, no portion of the FILO Facility may be reborrowed. The Third Amendment also extends the maturity date of the Credit Facilities from March 30, 2027 to the earlier of (1) February 27, 2031 and (2) the maturity date of the Company's senior secured term loan credit agreement, dated June 23, 2023, and removes the term SOFR credit spread adjustment from the Credit Agreement with the interest rates applicable to each of the Credit Facilities otherwise remaining unchanged. The Third Amendment also provides for various customary fees to be paid by the Company in connection therewith. In connection with entering into the Third Amendment, the Company has agreed to comply with certain timelines in connection with the transitioning of its payment processing service provider.
The foregoing is intended only to be a summary of the Third Amendment and is qualified in its entirety by reference to the full text of the Third Amendment, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.
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