Item 5. Other Information
Item 5. Other Information
On September 4, 2020, we entered into an Equity Distribution Agreement (the "ATM Agreement") with BMO Capital Markets Corp. ("BMO"), pursuant to which we may offer and sell, from time to time, up to $100.0 million of Class A common shares (the "ATM Offering"). We are not required to sell shares under the ATM Agreement.
The ATM Offering is being made under a prospectus supplement filed on September 4, 2020, and related prospectus filed with the SEC pursuant to our shelf registration statement on Form S-3 (File No. 333-238121), filed with the SEC on May 8, 2020. Any sales will be made in "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including, without limitation, sales made directly on or through the New York Stock Exchange or on any other existing trading market for the shares sold through the ATM Offering or to or through a market maker or any other method permitted by law. We intend to use any net proceeds from the ATM Offering for general corporate purposes, which may include, among other things, debt repayment and working capital.
The ATM Agreement contains customary representations, warranties, and covenants by the Company, including obligations of the Company to indemnify BMO for certain liabilities under the Securities Act. Under the terms of the ATM Agreement, we will pay BMO a commission of up to 2.0% of the gross proceeds from sales of shares under the ATM Offering. In addition, we have agreed to pay certain expenses incurred by BMO in connection with the ATM Offering.
The offering of the shares pursuant to the ATM Agreement will terminate upon the earlier of (i) such date that the aggregate gross sales proceeds of shares sold pursuant to the ATM Agreement equal the total dollar amount listed in the ATM Agreement or (ii) the termination of the ATM Agreement by the Company or BMO, in accordance with the terms of the ATM Agreement.
The foregoing description of the ATM Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the ATM Agreement, which is filed as Exhibit 1.1 to this Form 10-Q and incorporated by reference herein.
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Morgan, Lewis & Bockius LLP, counsel to the Company, has issued a legal opinion relating to the legality of the issuance and the sale of the shares, which is filed as Exhibit 5.1 to this Form 10-Q.
Item 6. Exhibits
Exhibit No. Description
1.1* Equity Distribution Agreement, dated September 4, 2020, by and between the Company and BMO Capital Markets Corp .
5.1* Opinion of Morgan, Lewis & Bockius LLP.
10.1 Seventh Amendment to Amended and Restated Supply Agreement dated May 30, 2006, between Designer Brands Inc. and Stein Mart, Inc. Entered into on May 13, 2020. Incorporated by reference to Exhibit 10.5 to Form 10-Q (file no. 001-32545) filed June 19, 2020.
23.1* Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1).
31.1* Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer.
31.2* Rule 13a-14(a)/15d-14(a) Certification - Principal Financial Officer.
32.1** Section 1350 Certification - Principal Executive Officer.
32.2** Section 1350 Certification - Principal Financial Officer.
101* The following materials from the Designer Brands Inc. Quarterly Report on Form 10-Q for the quarter ended August 1, 2020, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss); (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Shareholders’ Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements.
104* Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.
* Filed herewith
** Furnished herewith
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DESIGNER BRANDS INC.
Date: September 4, 2020 By: /s/ Jared Poff
Jared Poff
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and duly authorized officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.