SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

        DIVISION OF
    CORPORATION FINANCE  ``

March 23, 2020

D. Hunt Hawkins
Chief Executive Officer
Stein Mart, Inc.
1200 Riverplace Blvd.
Jacksonville, FL 32207

 Re: Stein Mart , Inc.
  PREM14A preliminary merger proxy statement  on Schedule 14A
  Filed on March 2, 2020 by Stein Mart, Inc.
  File No. 000 -20052
  Schedule 13E -3
  Filed on March 2, 2020 by Stein Mart, Inc., et al.
  File No. 005-43686

Dear Mr. Hawkins :

We have reviewed the above -captioned filing s, and have the following comments .  All
defined terms used herein have the same meaning as in the proxy statement filed under cover of
Schedule 14A .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your filing s, by prov iding the requested
information  or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances , or do not believe an ame ndment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing s, and any information you provide in
response to these comments, we may have additional comments.

Schedule 13E -3

General

1. We note that Kingswood Cap ital Opportunities Fund I GP, L.P . is the general partner of
Kingswood Fund I and Kingswood Fund II  and Kingswood Capital Opportunities Fund
I-A, L.P. is a guarantor of certain of Kingswood’s obligations in favor of the Company
pursuant to section 4.12 of the merger agreement .  Please advise us how  you determined
that Kingswood Capital Opportunities Fund I GP, L.P . and Kingswood Capital
Opportunities Fund I -A, L.P. are not affiliates engaged in the Rule 13e -3 transaction that
should be identified as filing persons for purposes of Schedule 13E -3.

D. Hunt Hawkins
c/o Stein Mart, Inc.
March 23 , 2020
Page | 2

 2. Please refer to the paragraph in which disclaimers are introduced whereby the persons
filing the Schedule 13E -3 disclaim responsibility for the accuracy of information
supplied by any other filing person.  Use of these disclaimers is inconsistent with the
required attestation that appears at the  outset of the signature page in Rule 13e -100, and
otherwise operate s as an implied disclaimer for the entire filing  except for the discrete
portion of the disclosure specif ically provided by each filing person .  Please revise .

Item 8

3. Page 31 of the proxy statement, in the “Background of the Merger” section  states : “After
concluding the proposed sale was the best option available, each of the directors
expressed his or her  opinion that the better choice would be to waive the requirement for
majority of the disinterested shareholder approval if that was necessary in ord er to effect
a sale the Company.”  Notwithstanding this disclosure, please advise us, with a view
towards r evised disclosure, how compliance with Item 1014(c)  of Regulation M-A has
been effectuated.  P lease note that an affirmative response to this disclosure requirement
must be provided, even if the response is in the negative.  Refer to General Instruction E
of Schedule 13E-3.  In that regard, we note that the “Background of the Merger” section
of the proxy statement is not incorporated by reference into Item 8(c) of the Schedule
13E-3.

Item 13

4. Financial information has been incorporated by reference from the proxy statement ,
which in turn incorporates financial data by reference from periodic reports.  Under
General Instruction F of Schedule 13E -3, an express reference must be made to a
document that explicitly contains the required information. Under Item  16 of Schedule
13E-3 and corresponding Item 1016 (a)(5)  of Regulation M -A, the document from which
the information has been so incorporated also must be filed as an exhibit.  The reference
to “a copy” in General Instruction F is only intended to mean the s ubstantive content of
information so incorporated as distinguished from the controlling requirement to identify
the information so incorporated as an entry on the exhibit list.  Accordingly, please
revise the exhibit list .

Exhibit (a)(2)(i) – Proxy Statem ent

5. The legend required by Rule 13e -3(e)(1)(iii) is required to appear on the outside front
cover page of the disclosure document that must be distributed to unaffiliated security
holders under the federal securities laws.   As the Shareholder Letter  is no t a required
disclosure  under the federal securities laws, please revise the submission to ensure that
the legend appears on the outside front cover page of a federally -mandated disclosure
document.

6. The first page of the proxy statement, as defined in R ule 14a -1(g) ─ and distinguished

D. Hunt Hawkins
c/o Stein Mart, Inc.
March 23 , 2020
Page | 3

 from the Notice of Special Meeting of Shareholders and the Shareholder Letter  ─ must
be marked as preliminary.   Given that a preliminary proxy statement may be lawfully
disseminated under Rule 14a -3(a), please revise  the pr oxy statement to include the
disclosure required by Rule 14a -6(e)(1) .

Summary Term Sheet , pages 1 -9

7. We note the disclosure on page 3 indicating that the completion of the merger is subject
to the satisfaction  of the condition that the Company have at lea st 35% of excess
availability under its credit agreement at the time of closing .  To help shareholders
assess the likelihood of such condition being satisfied, please indicate (in the appropriate
section of the proxy statement) the dollar equivalent of suc h 35% excess availability and
the current excess availability under such credit agreement.

Background of the Merger , pages 17 -33

8. Please refer to the following statement on page 26:  “Representatives from Kingsdale
Advisors, a proxy advisory firm, briefed the Special Committee on the Company’s
shareholder base, the potential difficulty of obtaining the approval of the merger by a
majority of the disinterested shareholders and the general composition of the Company’s
shareholder base. ”  Please revise to clar ify the potential difficulties that Kingsdale
Advisors identified in obtaining the approval of the merger by a majority of the
Company’s disinterested shareholders.

9. We note multiple references to “Jay Stein and his affiliates and related parties.”  With a
view towards disclosure, please clarify  for us which persons are being referred to as Mr.
Stein’s “affiliates and related parties”  and whether any of such affiliates or related
parties other than the Rollover Investor hold shares of the Company’s common s tock.

Certain Effects of the Merger , pages 54 -55

10. Given that the Company , as a privately -held entity, will be relieved of many of the
expenses, burdens and constraints imposed on companies that are subject to the public
reporting requirements under the fe deral securities laws of the United States, including
the Exchange Act and Sarbanes -Oxley Act of 2002, please revise to quantify the annual
savings that are expected to be received and identify the constituency that will become
the beneficiary of such savi ngs.  See Item 1013(d) of Regulation M -A and
corresponding Instruction 2 thereto.

11. We note that the Company  suffered net operating losses in the fiscal year ended
February 3, 2018 , as well as the 39 weeks  ended November 2, 2019 and November 3,
2018 .  To th e extent net operating losses exist, or are anticipated to exist before the date
a definitive proxy statement is filed, please specify the constituency expected to become
the beneficiary of the Company’s  and/or its successor’s future use of any net operati ng

D. Hunt Hawkins
c/o Stein Mart, Inc.
March 23 , 2020
Page | 4

 loss carryforwards.  Please quantify that benefit to the extent practicable. See Instruction
2 to Item 1013(d) of Regulation M -A.

Projected Financial Information, page 56

12. Notwithstanding the disclosure that the “ prospective financial information does not take
into account any circumstances or events occurring after the date it was prepared ,”
please advise us whether any plans exist  to further qualify these projections.  See Rule
13e-3(b)(1)(ii).

Merger Proceeds in Respect of Company Equity -Based Awards , pages 65 -69

13. The disclosures on pages 68 and 69 under the title “Intent to Vote in Favor of the
Merger” indicates  that the directors and executive officers intend to vote the shares
“owned directly by them” and sets forth the aggregate number of sh ares “directly
owned” by them.   Item 1012(d) of Regulation M -A, however, requires disclosure of
“how each person currently intends to vote subject securities, including any securities
[for which] the person has proxy authority .”  Please revise to clarify w hether such
directors and executive officers indirectly  own and/or have authority to vote additional
shares and, if so, their intention with respect to the voting of those shares.

Voting  Agreement , pages 69 -70

14. Please revise this section to clarify whether the voting agreement requires the Rollover
Investor to vote in favor of the advisory vote on merger -related executive compensation
and the adjournment proposal, in addition to the merger agreement.  If so, plea se also
revise the other relevant disclosures throughout proxy statement, including those on
pages 126 through 128.

Common Stock Transaction Information , pages 91-93

15. We note that Jay Stein acquired 234,197 shares of Company common stock pursuant to
a private settlement agreement on January 29, 2020, one day before the merger
agreement was executed.  Please provide us with a legal analysis that explains why this
purchase was not treated as th e first in a series as described within Rule 13e -3(a)(3) and
therefore consummated in compliance with Rule  13e-3.  See Rule 13e -3(a)(3) (i)(A).

The Merger Agreement , pages 100 -125

16. Please refer to the following statement on page 100:   “Factual disclosures  about the
Company contained in this Proxy Statement or in the Company’s public reports filed
with the SEC may supplement, update or modify the factual disclosures about the
Company contained in the merger agreement and described in this summary. ”  We note ,
however, that the merger agreement  was filed as Appendix A  to the proxy statement.  As

D. Hunt Hawkins
c/o Stein Mart, Inc.
March 23 , 2020
Page | 5

 such, p lease revise such disclosure to remove any implication that the merger agreement
and the summary thereof do not constitute public disclosure.   Please make confo rming
changes as necessary, including with respect to the reference to representations and
warranties in the same paragraph.   See Release No. 34 -51283 (March 1, 2005).

17. Please refer to the following statement  on page 103 : “[T]he Company’s representations
and warranties in the merger agreement may not be relied upon by persons other than
the parties thereto as characterizations of actual facts or circumstances as of the date of
the merger agreement or as of any other date, nor may you rely upon them in makin g the
decision to approve and authorize the merger agreement and the transactions
contemplated by the merger agreement. ”  Advise us, with a view toward revised
disclosure, of the legal basis for the apparent belief that such cautionary language is not
inconsistent with the Commission position expressed in Release No. 34-51283 (March
1, 2005).  To the extent additional material facts exist that are made known to the
Company , the Commission position expressed in this release made clear that an issuer
has an obligation to amend statements contradicting or qualifying the disclosure made
within an original representation.

18. Please refer to the following statement on page 103 :  “Moreover, information
concerning the subject matter of the representations and warranti es of the Company may
change after the date of the merger agreement, which subsequent information may or
may not be reflected fully in the Company’s public disclosures.”   A substantially similar
statement also appears on page 100.  Please advise us of the legal basis upon which the
filing parties have apparently relied to conclude that material changes concerning the
subject matter of the representations and warranties may lawfully remain undisclosed.

Appendix B – Opinion of PJ Solomon Securities, LLC

19. We note the following statement: “T his letter may not be reproduced, summarized,
described, referred to or used for any other purpose without our prior written consent,
except to the extent provided in our engagement letter dated January 26, 2018 (as
amended) .”  Please include disclosure in the associated proxy statement and/or these
appendices  to remove the implication that security holders are precluded from being
eligible to rely upon these disclosures by affirmatively stating, if true, that PJ Solomon
consents to the inclusion of such materials in these filings and security holders may rely
upon such information without limitation.  Alternatively, provide the disclosures
recommended by the Division of Corporation Finance accessible via the following link
as being necessary to clarify security holders’ right to rely on such materials.
http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_regm -a.htm
In addition, p lease ensu re that any changes also explicitly address the legends appearing
with the PJ Solomon materials filed as exhibits to the Schedule 13E -3.

20. The disclosure on page B -3 indicates that PJ Solomon “ will receive a fee for our
services, a substantial portion of w hich is contingent upon the closing of the Merger and

D. Hunt Hawkins
c/o Stein Mart, Inc.
March 23 , 2020
Page | 6

 a portion of which is payable upon the delivery of this letter. ”  Please disclose in the
proxy statement the extent to which the approximate $2.6 million compensation is
contingent upon the successful c ompletion of the transaction , and quantify that amount
to the extent practicable.  Refer to Item 1015(b)(4) of Regulation M -A and
corresponding C &DI 217.01 publicly available on our website.

* * *

 We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please direct any questions to Valian Afshar, Special Counsel, at (202) 551 -8729, or me,
at (202) 551 -3266.

Sincerely ,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions

cc: John J. Wolfel, Esq.