UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
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☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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☒
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Definitive Additional Materials
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☐
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Soliciting Material Under Rule 14a-12
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CITI TRENDS, INC.
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(Name of Registrant as Specified in Its Charter)
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MACELLUM ADVISORS GP, LLC
MACELLUM SPV III, LP
MACELLUM CAPITAL MANAGEMENT, LLC
MACELLUM MANAGEMENT, LP
MCM MANAGEMENT, LLC
MCM MANAGERS, LLC
JONATHAN DUSKIN
PAUL METCALF
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials:
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box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Macellum Advisors GP, LLC,
together with its affiliates (collectively, “Macellum”), has made a definitive filing with the Securities and Exchange
Commission (“SEC”) of a proxy statement and accompanying WHITE proxy card to be used to solicit votes for the election
of its slate of highly-qualified director nominees to the Board of Directors of Citi Trends, Inc., a Delaware corporation (the
“Company”), at the Company’s upcoming 2017 annual meeting of stockholders, or any other meeting of stockholders
held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof.
On April 10, 2017, Macellum launched a website,
www.fixcititrends.com
, dedicated to the election of its two highly qualified stockholder representatives,
which contains Macellum’s publicly filed investor materials and certain other information. Information not previously
filed with the SEC and which appears on the website is being filed herein, including the draft settlement agreement prepared by
the Company and delivered to Macellum, which demonstrates how the Board refused to commit to (and would only consider) the appointment
of new directors to the Board and was unwilling to consider the resignation of even one incumbent director or the appointment of
a direct stockholder representative to the Board.
ALSTON & BIRD DRAFT 3/8/17
CONFIDENTIAL
FOR DISCUSSION PURPOSES ONLY
SETTLEMENT AGREEMENT
SETTLEMENT AGREEMENT
,
dated [_____________], 2017 (this “
Agreement
”), by and among Citi Trends, Inc., a Delaware corporation (the
“
Company
”), Macellum SPV III, LP, a Delaware limited partnership (“
Macellum SPV
”), Macellum
Capital Management, LLC, a Delaware limited liability company (“
Macellum Capital
”), Macellum Advisors GP, LLC,
a Delaware limited liability company (“
Macellum GP
”), Macellum Management, LP, a Delaware limited partnership
(“
Macellum Management
”), MCM Management, LLC, a Delaware limited liability company (“
MCM Management
”),
MCM Managers, LLC, a Delaware limited liability company (“
MCM Managers
”), and Jonathan Duskin. Macellum SPV,
Macellum Capital, Macellum GP, Macellum Management, MCM Management, MCM Managers and Mr. Duskin are collectively, “
Macellum
”
and each a “
Macellum Party
”).
RECITALS:
WHEREAS
, as of the
date hereof, Macellum beneficially owns in the aggregate 584,600 shares of the issued and outstanding common stock of the Company,
par value $0.01 per share (“
Common Stock
”);
WHEREAS
, by letter
dated February 24, 2017, Macellum SPV provided notice to the Company in accordance with the Company’s bylaws (the “
Stockholder
Nomination
”) of its intention to nominate certain individuals for election to the Company’s Board of Directors
(the “
Board
”) at the Company’s 2017 Annual Meeting of Stockholders (the “
2017 Annual Meeting
”);
and
WHEREAS
, the Company
and Macellum have agreed that it is in their mutual interests to enter into this Agreement to, among other things, set forth certain
agreements concerning the Board and certain other matters as hereinafter described.
AGREEMENT:
NOW, THEREFORE
,
in consideration of the foregoing and the mutual covenants and agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Board
Matters
.
CONFIDENTIAL
FOR DISCUSSION PURPOSES ONLY
(a)
Board
Composition
. Promptly following the date of this Agreement, the Board shall in good faith consider as promptly as reasonably
practicable up to two directors to be nominated by the Board for election to the Board (hereinafter, each a “
New Designee
”
and collectively the “
New Designees
”). The New Designees shall be selected at the Board’s sole discretion,
upon the recommendation of the Company’s Nominating and Corporate Governance Committee (the “
NCG Committee
”),
from a reasonable list of individuals provided by Macellum. The NCG Committee will consider in good faith and consistent with
its fiduciary duties any individual recommended by Macellum that (i) has the requisite skill and experience to serve as a director
of a publicly traded company, (ii) has business experience in such areas as would reasonably be expected to enhance the overall
skills, experience and competence of the Board, (iii) is not prohibited or disqualified from serving as a director of the Company
pursuant to the Company’s bylaws, corporate governance guidelines or any rule or regulation of the Securities and Exchange
Commission (the “
SEC
”), NASDAQ or by applicable law, (iv) qualifies as an “independent director”
under NASDAQ listing standards, (v) has not within the past five years had a business relationship with Macellum or the Company
or any of their respective Affiliates and Associates (as such terms are defined in
Section 12
), and (vi) is otherwise reasonably
acceptable to the NCG Committee. As part of this assessment process, each of the potential director candidates will be required
to complete a director questionnaire and undergo a background check as well as provide the NCG Committee with any additional information
regarding such potential candidate as it deems necessary. Any director candidate presented to the Board by the NCG Committee will
be nominated by the Board as a New Designee only if approved by a majority of the entire Board. The Company will use its reasonable
best efforts to complete all necessary steps sufficiently in advance of the mailing of the Company’s definitive proxy statement
for the 2017 Annual Meeting (the “
Initial Deadline
”) such that the New Designees will be included in the proxy
statement as nominees for election to the Board at the 2017 Annual Meeting;
provided however
, that if any New Designee
is not approved by the Board for nomination by the Initial Deadline and therefore not included in such proxy statement, the Company
and Macellum shall continue to follow the procedures of this
Section 1(a)
until up to two New Designees have either been
elected or appointed to the Board. Any New Designee appointed by the Board after the Initial Deadline but prior to the 2018 Annual
Meeting will be included in the Company’s proxy statement as a nominee for election to the Board at the 2018 Annual Meeting.
The Board shall take all necessary action (including increasing the size of the Board) to seat any New Designee elected by the
stockholders at the 2017 Annual Meeting or appointed by the Board after the Initial Deadline.
(b)
New
Designees Class Designations and Rights
. The first New Designee nominated by the Board for election to the Board or appointed
to the Board, as applicable, shall serve as a Class I director and the second New Designee nominated by the Board for election
to the Board or appointed to the Board, as applicable, shall serve as a Class III director, as solely recommended by the NCG Committee
and approved by the Board. The New Designees shall have the same rights and benefits as any other Board members and shall be subject
to the same duties, protections and policies of the Company that are applicable to all members of the Board. Furthermore, the
New Designees shall be considered by the NCG Committee for inclusion on committees of the Board in good faith in a manner consistent
with other members of the Board.
(c)
Board
Representation Upon Reduction in Macellum Ownership
. Notwithstanding anything to the contrary herein, at any time during the
term hereof, if Macellum, together with all of its Affiliates, collectively beneficially own (i) less than 584,600 shares of Common
Stock, but more than 450,000 shares of Common Stock, it will be entitled to representation on the Board of no more than one New
Designee and (ii) 450,000 or fewer shares of Common Stock, it will not be entitled to any representation on the Board. Immediately
upon Macellum’s beneficial ownership of Voting Securities (as such term is defined in
Section 12
) falling below the
requisite thresholds set forth above, Macellum will so notify the Company and will cause the appropriate number of New Designees
to promptly tender his or her resignation from the Board and any committee of the Board on which he or she sits (it being understood
that it shall be in the Board’s sole discretion whether to accept or reject such resignation). If a New Designee is required
to resign from the Board pursuant to subparts (i) or (ii) of the preceding sentence, Macellum will cause the New Designee designated
as a Class III director to resign first.
CONFIDENTIAL
FOR DISCUSSION PURPOSES ONLY
2. Matters
Related to the 2017 Annual Meeting and 2018 Annual Meeting
.
(a)
2017
Annual Meeting
. The Company will hold its 2017 Annual Meeting on May 24, 2017.
(b)
Withdrawal
of Stockholder Nomination
. Effective as of the execution of this Agreement, Macellum SPV hereby irrevocably withdraws the
Stockholder Nomination and its director nominations in connection with the 2017 Annual Meeting. Each Macellum Party shall immediately
cease, and shall cause all of their Affiliates and Associates to cease, any and all efforts, direct or indirect, in furtherance
of the Stockholder Nomination and any related solicitation.
(c)
Macellum
Voting
. Each Macellum Party agrees to cause to be present for quorum purposes and to vote, and cause its respective Affiliates
and Associates to vote, all Voting Securities that it is entitled to vote at the 2017 Annual Meeting in favor for all of the directors
nominated by the Board for election at the 2017 Annual Meeting and provide evidence thereof, including if voting by proxy, to
the Company within five days prior to the 2017 Annual Meeting. Unless the Macellum Parties are not subject to the standstill obligations
pursuant to
Section 4(b)
, each Macellum Party agrees to cause to be present for quorum purposes and to vote, and to cause
its respective Affiliates and Associates to vote, all Voting Securities that it is entitled to vote at the 2018 Annual Meeting
in favor for all of the directors nominated by the Board for election at the 2018 Annual Meeting and provide evidence thereof,
including if voting by proxy, to the Company within five days prior to the 2018 Annual Meeting.
3. Termination
.
This Agreement will remain in full force and effect and will be fully binding on the parties hereto in accordance with the provisions
hereof until the completion of the 2018 Annual Meeting (the “
Termination Date
”).
Section 16
and
Section
17
will survive any termination of this Agreement.
4. Standstill
.
(a)
Standstill
.
Subject to
Section 4(b)
, each Macellum Party agrees that during the period commencing on the date hereof and ending on
the Termination Date, without the prior written consent of the Board specifically expressed in a written resolution adopted by
a majority vote of the entire Board, it will not, and will cause each of its Affiliates, Associates, officers, agents and other
Persons (as such term is defined in
Section 12
) acting on its behalf not to:
(i) engage,
or in any way participate, directly or indirectly, in any “solicitation” (as such term is defined in Rule 14a-1(l)
promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”)) of proxies
or written consents (whether or not relating to the election or removal of directors), or otherwise become a “participant
in a solicitation” (as such term is defined in Instruction 3 of Schedule 14A of Regulation 14A under the Exchange Act) in
opposition to the recommendation or proposal of the Board, or seek to advise, encourage or influence any Person with respect to
the voting of any Voting Securities; initiate, propose or otherwise “solicit” (as such term is defined in Rule 14a-1(l)
promulgated by the SEC under the Exchange Act) stockholders of the Company for the approval of shareholder proposals whether made
pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act or otherwise; induce or attempt to induce any other Person to initiate
any such shareholder proposal; or otherwise communicate or seek to communicate with the Company’s stockholders or others
pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act;
CONFIDENTIAL
FOR DISCUSSION PURPOSES ONLY
(ii) form,
join or in any way participate in any “group” (within the meaning of Rule 13d-5 of Regulation 13D-G under the Exchange
Act) with respect to any Voting Securities, other than a “group” that includes all or some lesser number of the Macellum
Parties, but does not include any other members who are not currently identified as a Macellum Party;
(iii) deposit
any Voting Securities in any voting trust or subject any Voting Securities to any arrangement or agreement with respect to the
voting of any Voting Securities, except as expressly set forth in this Agreement;
(iv) seek
to have called, or cause to be called, any meeting of stockholders of the Company;
(v) seek,
propose, or make any statement with respect to, or solicit, negotiate with, or provide any information to any Person with respect
to, a merger, consolidation, acquisition of control or other business combination, tender or exchange offer, purchase, sale or
transfer of assets or securities, dissolution, liquidation, reorganization, change in capital structure, recapitalization, dividend,
share repurchase or similar transaction involving the Company, its subsidiaries or its business, whether or not any such transaction
involves a change of control of the Company
(vi)
institute any litigation against the Company, its directors or its officers or make any public demand to inspect the
books and records of the Company, including pursuant to any statutory right that any Macellum Party may have (except any such
litigation against the Company as may be necessary to enforce the terms of this Agreement);
(vii) seek, alone or in concert with others, representation on the Board, except as specifically contemplated in
this Agreement;
(viii) vote
for any nominee or nominees for election to the Board, other than those nominated or supported by the Board;
(ix) except
as specifically provided in
Section 1
, seek to place a representative or other Affiliate, Associate or nominee on the Board
or seek the removal of any member of the Board, a change in the size, structure or composition of the Board, a change in executive
officers of the Company or a change to the policies and procedures of the Company;
CONFIDENTIAL
FOR DISCUSSION PURPOSES ONLY
(x) make
any public proposals for changes in or recommendations concerning the Company’s strategies, extraordinary or other transactions
(including the ones listed in
Section 4(a)(v)
), the Board or management items, or other matters relating to the Company’s
business;
(xi) seek
to advise, encourage, support or influence any Person with respect to the voting or disposition of any Voting Securities at any
annual or special meeting of stockholders (other than such encouragement, support or influence that is consistent with Company’s
management or the Board’s recommendation in connection with such matter);
(xii) have
any discussions or communications, or enter into any arrangements, understanding or agreements (whether written or oral) with,
or advise, finance, assist or encourage, any other Person in connection with any of the foregoing, or make any investment in or
enter into any arrangement with, any other Person that engages, or offers or proposes to engage, in any of the foregoing;
(xiii) acquire,
offer or propose to acquire, or agree to acquire (except by way of stock dividends or other distributions or offerings made available
to holders of Voting Securities generally on a pro rata basis, provided that any such securities so received will be subject to
the provisions hereof), directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control
of another Person, by joining a partnership, limited partnership, syndicate or other “group” (within the meaning of
Section 13(d)(3) of the Exchange Act) or otherwise, any Voting Securities, or otherwise become the economic owner (as such term
is defined in
Section 12
) of any such securities, if after giving effect to such acquisition it (by itself or together
with any other Macellum Party, its respective Affiliates and Associates and any other Person with whom it, such other Macellum
Party or any such Affiliate or Associate has any agreement, understanding or arrangement with respect to Voting Securities) would
be the beneficial owner or economic owner of more than 10% of the Company’s outstanding Voting Securities. For the purposes
of computing the beneficial ownership at the time of any purchase, the number of outstanding Voting Securities will be determined
by the latest available Company filing with the SEC;
(xiv) other
than in sale transactions on NASDAQ or through a broker or dealer where the identity of the purchaser is not known, sell or agree
to sell, directly or indirectly, through swap or hedging transactions or otherwise, any securities of the Company or any derivatives
relating to securities of the Company to any third party that (A) has filed a Schedule 13D with respect to the Company, (B) has
run (or publicly announced an intention to run) a proxy contest with respect to another company in the five years prior to such
time or (C) will as a result of the transaction have beneficial ownership of more than 5% of any Voting Securities;
CONFIDENTIAL
FOR DISCUSSION PURPOSES ONLY
(xv) make
any proposal (including publicly disclose or discuss any proposal) or enter into any discussion regarding any of the foregoing,
or make any proposal, statement or inquiry, or disclose any intention, plan or arrangement (whether written or oral) inconsistent
with the foregoing, or make or publicly disclose any request to amend, waive or terminate any provision of this Agreement;
(xvi) make,
or cause to be made, any statement or announcement that relates to and constitutes an ad hominem attack on, or relates to and
otherwise disparages, the Company, its officers or its directors or any Person who has served as an officer or director of the
Company on or following the date of this Agreement: (A) in any document or report filed with or furnished to the SEC or any other
governmental agency, (B) in any press release or other publicly available format or (C) to any journalist or member of the media
(including without limitation, in a television, radio, newspaper or magazine interview); or
(xvii) take
or cause or induce others to take any action inconsistent with any of the foregoing.
(b)
Release
of Standstill Obligations
. On or before February 17, 2018, the Company shall provide the Representative (as defined in
Section
19
) with a certificate setting forth the Company’s Adjusted EBITDA for fiscal year ended February 3, 2018, on an unaudited
basis, which is comprised of earnings before interest, taxes, depreciation and amortization, as adjusted for asset impairment
expense, a non-cash charge similar in certain respects to depreciation, and certain other unusual items (i.e., any expenses in
connection with or related to the negotiation, execution and performance of this Agreement and the matters contemplated hereby)
and as reported by the Company in its annual and quarterly reports filed with the SEC (the “
2017 Adjusted EBITDA
”).
Each Macellum Party will be released from its standstill obligations set forth in
Section 4(a)
and its obligations under
Section 9
on the date that is five days before the last date on which a stockholder of the Company may submit nominations
for the Board in connection with the 2018 Annual Meeting, if the 2017 Adjusted EBITDA fails to exceed $40,000,000. Each Macellum
Party acknowledges and agrees that the information provided to Macellum (through the Representative or otherwise) pursuant to
this
Section 4(b)
may contain material, non-public information about the Company, and such Macellum Party hereby acknowledges
and agrees that such Macellum Party and its Affiliates and Associates may not purchase or sell any securities of the Company while
in possession of such information and such information must be kept strictly confidential until publicly disclosed or made available
by the Company.
5. Representations
and Warranties of Macellum
. Each Macellum Party represents and warrants as follows:
(a) Each
Macellum Party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to
consummate the transactions contemplated hereby.
CONFIDENTIAL
FOR DISCUSSION PURPOSES ONLY
(b) This
Agreement has been duly and validly authorized, executed, and delivered by each Macellum Party, constitutes a valid and binding
obligation and agreement of each Macellum Party, and is enforceable against each Macellum Party in accordance with its terms.
(c) This
Agreement will not result in a violation of any terms or conditions of any agreements to which such Macellum Party is a party
or by which such each Macellum Party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree
governing or affecting such each Macellum Party.
(d) No
Macellum Party is a party to any agreement, arrangement or understanding with any Person with respect to the securities, management
or control of the Company.
(e) Macellum,
together with its Affiliates and Associates, are beneficial owners and/or economic owners, directly or indirectly, of an aggregate
of shares of Common Stock as set forth by beneficial owner and amount on
Schedule A
attached hereto and such shares of
Common Stock constitute all of the Voting Securities of the Company owned by each Macellum Party and its respective Affiliates
and Associates.
6. Representations
and Warranties of the Company
. The Company hereby represents and warrants as follows:
(a) The
Company has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Agreement and
to consummate the transactions contemplated hereby.
(b) This
Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation
and agreement of the Company, and is enforceable against the Company in accordance with its terms.
(c) This
Agreement will not result in a violation of any terms or conditions of any agreements to which the Company is a party or by which
the Company may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting
the Company.
7. Confidentiality
Obligations
. Each Macellum Party acknowledges and agrees that he or it will not be entitled to greater access to management
of the Company, request unreasonable access to management of the Company or obtain any confidential information regarding the
Company by virtue of being a party to this Agreement. Furthermore, no Macellum Party will request or cause any New Designee to
engage in any communication that would cause such New Designee to disclose or discuss any confidential information regarding the
Company with such Macellum Party.
8. Specific
Performance
. Each of Macellum, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable
injury to the other party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached and that such injury would not be adequately compensable in damages. It is
accordingly agreed that Macellum, on the one hand, and the Company, on the other hand (the “
Moving Party
”),
will each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof and the
other party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the
grounds that any other remedy or relief is available at law or in equity.
CONFIDENTIAL
FOR DISCUSSION PURPOSES ONLY
9. Press
Release
. Immediately following the execution and delivery of this Agreement, the Company will issue the press release attached
hereto as
Exhibit A
(the “
Press Release
”). None of the parties hereto will before the Termination Date
make any public statements (including in any filing with the SEC or any other regulatory or governmental agency, including any
stock exchange) that are inconsistent with, or otherwise contrary to, the statements in the Press Release issued pursuant to this
Section 9
. Following the date hereof, no Macellum Party, nor any of their respective Affiliates or Associates, will before
the Termination Date issue or cause the publication of any press release or other public announcement with respect to this Agreement,
the Company, its management or the Board or the Company’s business without prior written consent of the Company,
provided
,
however
, that Macellum may make such filings as are required by law or as may be required by law per advice from its outside
counsel.
10. Expenses
.
Neither the Company, on the one hand, nor any Macellum Party, on the other hand, will be responsible for any fees or expenses
of the other in connection with this Agreement.
11. No
Waiver
. Any waiver by either the Representative (as defined in
Section 18
) or the Company of a breach of any provision
of this Agreement will not operate as or be construed to be a waiver of any other breach of such provision or of any breach of
any other provision of this Agreement. The failure of either the Representative or the Company to insist upon strict adherence
to any term of this Agreement on one or more occasions will not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any other term of this Agreement.
12. Certain
Definitions
. As used in this Agreement, (a) the term “
Person
” will mean any individual, partnership, corporation,
group, syndicate, trust, government or agency, or any other organization, entity or enterprise; (b) the terms “
Affiliates
”
and “
Associates
” will have the meanings set forth in Rule 12b-2 under the Exchange Act and will include Persons
who become Affiliates or Associates of any Person subsequent to the date hereof; (c) the term “
Voting Securities
”
will mean any securities of the Company entitled, or which may be entitled, to vote in the election of directors, or securities
convertible into or exercisable or exchangeable for such securities, whether or not subject to passage of time or other contingencies;
(d) the terms “
beneficial owner
” and “
beneficially own
” have the same meanings as set forth
in Rule 13d-3 promulgated by the SEC under the Exchange Act; and (e) the terms “
economic owner
” and “
economically
own
” will have the same meanings as “
beneficial owner
” and “
beneficially own
,”
except that a Person will also be deemed to economically own and to be the economic owner of (i) all shares of the Common Stock
that such Person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement,
regardless of when such rights may be exercised and whether they are conditional and (ii) all shares of Common Stock in which
the Person has any economic interest, including, without limitation, pursuant to a cash-settled call option or other derivative
security, contract or instruction in any way related to the price of shares of Common Stock.
CONFIDENTIAL
FOR DISCUSSION PURPOSES ONLY
13. Successors
and Assigns
. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without
the prior written consent of the other parties hereto and any attempt to do so will be void. Subject to the preceding sentence,
this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors
and assigns.
14. Entire
Agreement; Amendments
. This Agreement contains the entire understanding of the parties hereto with respect to the subject
matter hereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings other than
those expressly set forth herein. This Agreement may be amended only by a written instrument duly executed by the parties hereto
or their respective successors or assigns.
15. Headings
.
The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or
interpretation of this Agreement.
16. Notices
.
All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in
regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by email, when email is sent
to the email address set forth below and the appropriate confirmation is received or (b) if given by any other means, when actually
received during normal business hours at the address specified in this subsection:
If to the Company:
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Citi Trends, Inc.
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104 Coleman Boulevard
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Savannah, Georgia 31408
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Attn: Jason Mazzola, President and Chief Executive Officer
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E-mail: jmazzola@cititrends.com
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with a copy to:
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Alston & Bird LLP
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950 F. Street NW
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Washington, DC 20004
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Attn: Dennis O. Garris
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E-mail: dennis.garris@alston.com
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If to Macellum
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or the Representative:
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[_______________________]
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[_______________________]
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[_______________________]
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Attention: [______________]
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E-mail: [______________]
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CONFIDENTIAL
FOR DISCUSSION PURPOSES ONLY
with a copy to:
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Olshan Frome Wolosky LLP
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1325 Avenue of the Americas
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New York, NY 10019
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Attention: Steven Wolosky
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E-mail: SWolosky@olshanlaw.com
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or to such other address as the Person to whom notice
is given may have previously furnished to the others in writing in the manner set forth above.
17. Forum
and Governing Law
. In the event that any action shall be brought in equity to enforce the provisions of this Agreement, no
party shall allege, and each party hereby waives the defense, that there is an adequate remedy at law. Furthermore, each of the
parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts
of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement,
(b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any
such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this
Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each of
the parties irrevocably waives the right to trial by jury, (d) agrees to waive any bonding requirement under any applicable law,
in the case any other party seeks to enforce the terms by way of equitable relief and (e) irrevocably consents to service of process
by a reputable overnight mail delivery service, signature requested, to the address of such party’s principal place of business
or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION
AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE
WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.
18. Counterparts
.
This Agreement may be executed in counterparts, each of which will be an original, but all of which together will constitute one
and the same Agreement.
19. Macellum
Representative
. Macellum hereby irrevocably appoints Jonathan Duskin as its attorney-in-fact and representative (the “
Representative
”),
in its place and stead, to do any and all things and to execute any and all documents and give and receive any and all notices
or instructions in connection with this Agreement. The Company will be entitled to rely, as being binding on Macellum, upon any
action taken by the Representative or upon any document, notice, instruction or other writing given or executed by the Representative.
[The remainder of this page intentionally
left blank]
CONFIDENTIAL
FOR DISCUSSION PURPOSES ONLY
IN WITNESS WHEREOF
, each of the
undersigned parties has executed or caused this Agreement to be executed or caused to be executed on its behalf on the date first
above written.
|
CITI TRENDS, INC.
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By
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Name:
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Jason Mazzola
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Title:
|
President and Chief Executive Officer
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Signature
Page to Settlement Agreement
CONFIDENTIAL
FOR DISCUSSION PURPOSES ONLY
|
MACELLUM SPV III, LP
|
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By:
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Macellum Advisors GP, LLC,
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its general partner
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By:
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Name:
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Title:
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MACELLUM CAPITAL MANAGEMENT, LLC
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By:
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Name:
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Title:
|
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MACELLUM ADVISORS GP, LLC
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By:
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Name:
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Title:
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MACELLUM MANAGEMENT LP
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By:
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[_________________],
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its general partner
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By:
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Name:
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Title:
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MCM MANAGEMENT, LLC
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By:
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Name:
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Title:
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MCM MANAGERS, LLC
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By:
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Name:
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Title:
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Jonathan Duskin
|
Signature Page
to Settlement Agreement
CONFIDENTIAL
FOR DISCUSSION PURPOSES ONLY
Schedule A
Summary of Beneficial and Economic Ownership
of
Shares of Common Stock of Citi Trends, Inc.
Owner
|
Beneficially
Owned(1)
|
Economically
Owned
|
Percent of
Class
|
Macellum SPV III, LP
|
|
|
|
Macellum Capital Management, LLC
|
|
|
|
Macellum Advisors GP, LLC
|
|
|
|
Macellum Management, LP
|
|
|
|
MCM Management, LLC
|
|
|
|
MCM Managers, LLC
|
|
|
|
Jonathan Duskin
|
|
|
|
|
(1)
|
As a member of a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, each
of the Persons in the table above may be deemed to beneficially own the [_____________] shares of Common Stock owned collectively
by all members of the Section 13(d) group. Each of the Persons above disclaims beneficial ownership of such shares of Common Stock
owned by the other members of the Section 13(d) group except to the extent of his or its pecuniary interest therein.
|
CONFIDENTIAL
FOR DISCUSSION PURPOSES ONLY
Exhibit A
Press Release
Citi Trends (NASDAQ:CTRN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Citi Trends (NASDAQ:CTRN)
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From Jul 2023 to Jul 2024