Brown Shoe Company, Inc. ("Brown Shoe") (NYSE: BWS) (www.brownshoe.com)
announced today that it priced an offering of $200 million aggregate
principal amount ($50 million more than previously announced) of its 7
1/8% Senior Notes due 2019 in a private placement. The offering is
expected to close on or about May 11, 2011. The notes will be guaranteed
on a senior unsecured basis by each of its subsidiaries that is an
obligor under Brown Shoe's existing revolving credit facility.
The Company estimates that its net proceeds from the offering will be
approximately $193.7 million after deducting the initial purchasers'
discounts and other offering expenses, and intends to use a portion of
such net proceeds to purchase any and all of the Company's outstanding
$150 million aggregate principal amount of its 8 3/4% senior notes due
2012 (the "2012 Notes") that are tendered pursuant to a cash tender
offer and consent solicitation and pay other fees and expenses in
connection with such cash tender offer and consent solicitation. The
Company intends to use the remaining net proceeds for general corporate
purposes, including repaying amounts outstanding under its existing
revolving credit facility.
The notes and related guarantees will be offered in the United States to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933 (the "Securities Act") and outside the United
States to non-United States persons in compliance with Regulation S
under the Securities Act. The notes and related guarantees have not been
registered under the Securities Act and may not be offered or sold in
the United States without registration or an applicable exemption from
the registration requirements.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any of these securities and shall
not constitute an offer, solicitation or sale in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
Safe Harbor Statement Under the Private Securities Litigation Reform
Act of 1995: This press release contains certain forward-looking
statements, including without limitation, statements regarding the
completion of the offering, the timing of the closing of the offering,
the filing of a registration statement relating to an exchange offer for
the notes and the use of proceeds from the offering. Such statements are
subject to various risks and uncertainties that could cause actual
results to differ materially, including general market conditions. The
Company's reports to the Securities and Exchange Commission contain
additional information relating to such factors. The Company does not
undertake any obligation or plan to update these forward-looking
statements, even though its situation may change.
About Brown Shoe Company, Inc.
Brown Shoe is a $2.7 billion global footwear company. Brown Shoe's
Retail division operates Famous Footwear, a leading family branded
footwear destination with over 1,100 stores nationwide and e-commerce
site FamousFootwear.com, approximately 260 specialty retail stores in
the U.S., Canada, and China primarily under the Naturalizer brand name,
and footwear e-tailer shoes.com. Through its wholesale divisions, Brown
Shoe designs and markets leading fashion and athletic footwear brands
including Naturalizer, Dr. Scholl's, LifeStride, Sam Edelman, Franco
Sarto, Via Spiga, Etienne Aigner, Vera Wang Lavender, Avia, ryka, And 1,
and Buster Brown. Brown Shoe press releases are available on the
Company's website at www.brownshoe.com.
