Caleres, formerly Brown Shoe Co., announced that the previous cash tender offer for any and all of its $200 million aggregate principal amount of 7⅛ percent senior notes due 2019 expired at 5:00 p.m., New York City time, on July 24, 2015.
As of the Expiration Time, $160,704,000 aggregate principal amount of the Notes (or 80.35 percent 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 Caleres expects to accept for payment all notes validly tendered and not validly withdrawn in the tender offer and expects to make payment for the notes today (the Settlement Date).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 percent 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 percent 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.
