Kingswood Capital Management, L.P. and Jay Stein, Chairman of Stein Mart, entered into a definitive merger agreement to acquire Stein Mart, Inc. (NasdaqCM:SMRT) from Jay Stein and others for $44.6 million in an equity reinvestment transaction on January 30, 2020. An affiliate of Kingswood Capital Management will acquire all of the outstanding common stock of Stein Mart not already beneficially owned by affiliates of Jay Stein, Stein Mart’s former Chief Executive Officer and current Chairman of the Board of Directors, and related investors for $0.90 per share in cash. Stein Mart will become a privately held company and Stein Mart common stock will no longer be listed or traded on any public stock market. As part of the transaction, an entity managed by Jay Stein will contribute its equity and, following the closing of the merger, will indirectly own one-third of Stein Mart after the closing. The transaction will be financed by debt provided by Wells Fargo Bank, National Association consisting of up to $240 million senior secured credit facility and Pathlight Capital LP to provide a $35 million senior secured term loan facility and by equity provided by affiliates of Kingswood worth $29 million. Kingswood will pay a termination fee of $2.2 million to Stein Mart in case Kingswood terminates the agreement and Stein Mart will pay a fee of $2.2 million to Kingswood in case Stein Mart terminates the agreement. The transaction is subject to Stein Mart shareholders’ approval and the satisfaction of other customary closing conditions. The Stein Mart Board of Directors recommends that Stein Mart’s shareholders vote to adopt and approve the merger agreement. The transaction was unanimously approved by the Stein Mart Board of Directors other than Jay Stein, acting on the unanimous recommendation of a Special Committee of independent directors that was granted full authority to conduct a comprehensive strategic review and evaluate, and if warranted, negotiate an acquisition proposal. Jay Stein has entered into a voting agreement with Stein Mart that covers approximately 36% of the outstanding shares of Company Common Stock as of the date of the merger agreement, pursuant to which it has agreed to, among other things, vote, or cause to be voted, its shares of Company Common Stock in favor of the adoption of the merger agreement and any related proposal in furtherance of the merger and the transactions contemplated by the merger agreement. As of February 4, 2020, Bragar Eagel & Squire, P.C. is investigating potential claims on behalf of stockholders of Stein Mart, Inc. Bragar Eagel & Squire is concerned that Stein Mart's board of directors oversaw an unfair process and ultimately agreed to an inadequate deal price. Accordingly, the firm is investigating all relevant aspects of the deal and is committed to securing the best result possible for Stein Mart stockholders. The transaction is expected to close in the first half of calendar 2020. As of February 4, 2020, the deal is scheduled to close in the second half of 2020. As of March 2, 2020, the transaction is expected to close in May or June 2020. John Haggerty of Goodwin Procter LLP acted as legal advisor to Kingswood and Latham & Watkins LLP acted as legal advisor to Jay Stein who is the current Chairman of the Board of Directors of Stein Mart. David A. Shiffman and Jeffrey Derman of PJ SOLOMON, L.P. acted as financial advisor and fairness opinion provider, and, Gardner Davis and John Wolfel of Foley & Lardner LLP acted as legal advisors to the Special Committee of Stein Mart. Kingsdale Advisors acted as a proxy solicitor of Stein Mart in the transaction and will receive a fee of approximately $12,500. Paul Tosetti and David Zaheer of Latham & Watkins LLP acted as legal advisors to Stein Mart, Inc. Kingswood Capital Management, L.P. and Jay Stein, Chairman of Stein Mart, cancelled the acquisition of Stein Mart, Inc. (NasdaqCM:SMRT) from Jay Stein and others in an equity reinvestment transaction on April 16, 2020. The transaction was terminated in response to the unpredictable economic conditions resulting from the global health crisis caused by the coronavirus (COVID-19) pandemic, uncertainty regarding Stein Mart’s ability to satisfy the conditions to closing, and the substantial expense to Stein Mart of soliciting shareholder approval for a transaction which is unlikely to close. None of the parties will be required to pay the other a termination fee as a result of the mutual decision to terminate the transaction. The termination was approved by the Board of Directors of Stein Mart, other than Jay Stein.