ST. LOUIS--(BUSINESS WIRE)--Caleres (NYSE: CAL)(caleres.com)
today announced that the previously announced cash tender offer (the
Tender Offer) for any and all of its $200 million aggregate principal
amount of 7⅛% Senior Notes due 2019 (CUSIP No. 115736AE0) (the Notes)
expired at 5:00 p.m., New York City time, on July 24, 2015 (the
Expiration Time). As of the Expiration Time, $160,704,000 aggregate
principal amount of the Notes (or 80.35% of the aggregate principal
amount of Notes outstanding) were validly tendered. Caleres expects to
accept for payment all Notes validly tendered and not validly withdrawn
in the tender offer and expects to make payment for the Notes today (the
Settlement Date).
In accordance with the terms of the Tender Offer, Caleres will make a
cash payment to all holders who validly tendered their Notes prior to
the Expiration Time and whose Notes are accepted for payment by the
Company of $1,039.50 per $1,000 principal amount of Notes (the Purchase
Price), plus accrued and unpaid interest to, but not including, the
Settlement Date. Caleres will fund the payment for tendered and accepted
notes with the net proceeds from its previously announced issuance and
sale of $200 million aggregate principal amount of its 6.250% Senior
Notes due 2023 and cash on hand.
Pursuant to the terms of the Tender Offer, Notes not tendered in the
Tender Offer will remain outstanding. Caleres further announced today
that following the settlement of the Tender Offer it expects to call for
the redemption, on August 26, 2015 (the Redemption Date), of all of its
Notes that remain outstanding following the settlement of the Tender
Offer at a redemption price of 103.563% of the outstanding aggregate
principal amount of the Notes, plus accrued and unpaid interest up to,
but not including, the Redemption Date.
This press release does not constitute an offer to purchase the Notes.
The Tender 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
Tender Offer; the redemption of the Notes; and the timing of such
transactions. Such statements are subject to various risks and
uncertainties, which 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 Caleres
Caleres is a diverse portfolio of global brands, which fit people’s
lives: Family, Healthy Living and Contemporary Fashion. Our products are
available virtually everywhere - in the over 1,200 retail stores we
operate, in hundreds of major department and specialty stores, on our
branded e-commerce sites, and on many additional third-party retail
websites. Famous Footwear and Famous.com serve as our Family brands. Our
Contemporary Fashion brands include Sam Edelman, Franco Sarto, Vince,
Via Spiga, Diane von Furstenberg, Fergie Footwear and Carlos Santana.
Naturalizer, Dr. Scholl's, LifeStride, Bzees and Rykä represent our
Healthy Living brands. Combined, these brands help make Caleres a
company with both a legacy and a mission. Our legacy is our more than
130-years of craftsmanship, our passion for fit and our business savvy,
while our mission is to continue to inspire people to feel good…feet
first. Visit caleres.com
to learn more about us.
