Brown Shoe Company, Inc. ("Brown Shoe") (NYSE: BWS) (www.brownshoe.com)
announced today that it has commenced a cash tender offer (the "Tender
Offer") for any and all of its $150 million aggregate principal amount
of 8 3/4% Senior Notes due 2012 (CUSIP No. 115736AC4) (the "Notes"). In
connection with the Tender Offer, Brown Shoe is soliciting consents to
proposed amendments that would, among other things, eliminate most of
the restrictive covenants and certain of the events of default contained
in the indenture governing the Notes (the "Consent Solicitation," and
together with the Tender Offer, the "Offer"). The Tender Offer and
Consent Solicitation are described in the Offer to Purchase and Consent
Solicitation Statement dated April 27, 2011 (the "Offer to Purchase").
The Offer will expire at 8:00 a.m., New York City Time, on Wednesday,
May 25, 2011, unless extended by Brown Shoe in its sole discretion (the
"Expiration Time").
Holders who validly tender (and do not validly withdraw) their Notes and
provide their consents to the proposed amendments to the indenture
governing the Notes prior to 5:00 p.m., New York City time, on May 10,
2011, unless extended by us in our sole discretion (such time and date,
as the same may be extended, the "Consent Date"), will receive total
consideration of $1,003.75 per $1,000 principal amount of Notes, which
includes a consent payment of $10.00 per $1,000 principal amount of the
Notes, plus any accrued and unpaid interest on the Notes up to, but not
including, the payment date for such Notes accepted for purchase.
Holders who validly tender their Notes before the Consent Date will be
eligible to receive payment on the initial payment date, which is
expected to be on or about May 11, 2011.
Holders who tender their Notes after the Consent Date and prior to the
Expiration Time will be entitled to receive consideration of $993.75 per
$1,000 principal amount of the Notes, plus any accrued and unpaid
interest on the Notes up to, but not including, the payment date for
such Notes accepted for purchase. Holders of Notes tendered after the
Consent Date will not receive a consent payment.
Following receipt of the consent of holders of at least a majority in
aggregate principal amount of the outstanding Notes, Brown Shoe will
execute a supplemental indenture effecting the proposed amendments.
Except in certain circumstances, Notes tendered and consents delivered
may be withdrawn only prior to the Consent Date.
The Offer is subject to a number of conditions that are set forth in the
Offer to Purchase, including, without limitation, (i) the receipt of the
required consents to amend and supplement the indenture governing the
Notes in connection with the Consent Solicitation and the execution of a
supplemental indenture effecting such amendments by the applicable
parties, and (ii) the completion of a new debt financing, so that, when
combined with other cash on hand and borrowings under the Company's
revolving credit agreement, the Company will have sufficient funds to
pay the total consideration for all Notes tendered and accepted for
purchase plus all related fees and expenses, each as more fully
described in the Offer to Purchase.
Brown Shoe has engaged BofA Merrill Lynch as Dealer Manager for the
Offer. Persons with questions regarding the terms and conditions of the
Offer should contact BofA Merrill Lynch at (888) 292-0070 (toll free) or
(980) 388-9217. Requests for documents and questions regarding the offer
may be directed to Georgeson, Inc. at 199 Water Street, 26th Floor, New
York, NY 10038-3560 or at (212) 440-9800 (banks and brokers) or (877)
507-1756 (all others).
This press release does not constitute an offer to purchase the Notes or
a solicitation of consents to amend the related indenture. The Offer is
made solely pursuant to the Offer to Purchase. The Tender Offer is not
being made to holders of Notes in any jurisdiction in which the making
or acceptance thereof would not be in compliance with the securities,
blue sky or other laws of 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
Offer; the completion of, and use of proceeds from, a new debt financing
to finance the Offer; and the timing of the closing of such
transactions. 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.
