Brown Shoe Company, Inc. intends to offer $150 million in aggregate principal amount of senior notes due 2019 in a private placement, subject to market and other conditions. The notes will be guaranteed on a senior unsecured basis by each of its subsidiaries that is an obligor under its existing revolving credit facility.

The company intends to use the net proceeds from the offering, together with additional cash on hand, 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.