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Subsequent Events | 3 Months Ended
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Mar. 31, 2025
Subsequent Events [Abstract] |
Subsequent Events | Acquisition of Kurt Geiger On May 6, 2025, Steven Madden, Ltd. completed the previously-announced acquisition of the entire issued share capital of Mercury Acquisitions Topco Limited, a private limited company incorporated under the laws of Jersey and the holding company for the Kurt Geiger business (the “Target”), pursuant to the terms of that certain sale and purchase deed (the “Purchase Agreement”) by and among SML UK Holding Ltd., an English limited company and indirect, wholly-owned subsidiary of Steven Madden, Ltd. (the “Purchaser”), various entities comprising the Fifth Cinven Fund (the “Cinven Sellers”), Bain & Company, Inc. (“Bain”), Squam Lake Investors X LP (BGPI) (“Squam Lake”, and together with the Cinven Sellers and Bain, the “Institutional Sellers”), certain individuals (the “Individual Sellers” and together with the Institutional Sellers, the “Sellers”), and Steven Madden, Ltd., as guarantor. Pursuant to the terms of the Purchase Agreement, the Purchaser purchased the entire issued share capital of the Target at an enterprise value of approximately £289,000 pursuant to a “locked box” arrangement that resulted in the payment of £202,000 in net equity value at closing, repayment of specified third party debt in the Target business, and redemption of the loan notes outstanding from Mercury Midco 1 Limited, a private limited company incorporated under the laws of England and Wales and a wholly-owned subsidiary of the Target (“Midco 1”), which were payable to certain Sellers (the “Transaction”). In connection with the Purchase Agreement, the Purchaser also entered into a management warranty deed (the “Management Warranty Deed”), pursuant to which certain members of management of the Target provided certain additional customary representations and warranties related to the Target’s business. The liability of such warrantors is capped under the Management Warranty Deed to £0.001 except in the case of fraud. The Purchaser separately obtained a warranty and indemnity insurance policy, effective as of the date of entry into the Purchase Agreement and the Management Warranty Deed, which contains customary coverage and exceptions. Steven Madden, Ltd. funded the cash consideration and the payment of Transaction-related expenses through borrowings under an Amended and Restated Credit Agreement (the "A&R Credit Agreement") and cash on hand. Amended and Restated Credit Agreement On May 6, 2025, Steven Madden, Ltd. entered into the "A&R Credit Agreement with various lenders and Citizens Bank as administrative agent, which provides for a term loan facility in the amount of $300,000 and a revolving credit facility in the amount of $250,000. The A&R Credit Agreement amends and restates the original Credit Agreement in its entirety. Steven Madden, Ltd. funded the Transaction and the Transaction-related expenses with borrowings under the new A&R Credit Agreement and cash on hand. Steven Madden, Ltd. intends to use the revolving credit facility for general corporate purposes. The A&R Credit Agreement provides for a term loan facility and a revolving credit facility scheduled to mature on May 6, 2030. Steven Madden, Ltd. may from time to time increase the revolving commitments and/or request incremental term loans in an aggregate principal amount of up to $275,000 if certain conditions are satisfied, including (i) the absence of any default under the A&R Credit Agreement, and (ii) Steven Madden, Ltd. obtaining the consent of the lenders participating in each such increase.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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