Payless ShoeSource filed a bankruptcy petition to complete a financial and operational restructuring.

The company’s North American entities, as well as two foreign Hong Kong-based entities involved in logistics (CBL) and supply chain (DAL), are included in the restructuring, which has been filed in the U.S. Bankruptcy Court for the Eastern District of Missouri in St. Louis.

Payless is also filing for recognition of the U.S. Chapter 11 proceedings under Part IV of the Companies’ Creditors Arrangement Act in the Ontario Superior Court of Justice. Payless will continue to operate its business in the ordinary course in terms of its customers, vendors, partners and employees.

Under an agreement with its lenders as part of the filing, Payless intends to use the Chapter 11 process to accomplish specific objectives:

  • Strengthen its balance sheet and restructure Payless’ debt load;
  • Invest in specific areas that Payless believes will provide sustainable growth including omnichannel expansion; product and inventory initiatives; and international expansion in Latin America and elsewhere; and
  • Optimize its store footprint, with the immediate closure of nearly 400 underperforming locations in the U.S. and Puerto Rico and work to aggressively manage the remaining real estate lease portfolio either by modifying terms, or evaluating closures of additional locations.

Paul Jones, Payless CEO,  commented, “This is a difficult, but necessary, decision driven by the continued challenges of the retail environment, which will only intensify. We will build a stronger Payless for our customers, vendors and suppliers, associates, business partners and other stakeholders through this process. While we have had to make many tough choices, we appreciate the substantial support we have received from our lenders, who share our belief that we have a unique opportunity to enable Payless — the iconic American footwear retailer with one of the best-recognized global brands — to remain the go-to shoe store for customers in America and around the globe.”

As part of its first-day motions in Chapter 11 proceedings, Payless is seeking, among other things, granting authority to pay pre-filing wages, salaries, benefits, honor customer programs, and pay vendors/suppliers in the ordinary course for all goods and services provided on or after the filing date.

Additionally, the company has negotiated agreements with certain of its existing lenders to provide Payless access of up to $385 million of debtor-in-possession (DIP) financing, which includes access to $305 million of ABL financing and up to $80 million of new term loan financing.

In total, the DIP financing will provide Payless with access to up to $120 million in incremental liquidity during the Chapter 11 cases. This incremental liquidity will ensure that suppliers and other business partners/vendors will be paid in a timely manner for authorized goods and services provided during the Chapter 11 process, in accordance with customary terms. The $80 million of new term loan financing will also ensure the company has the exit financing required to emerge from Chapter 11 well positioned for future growth and profitability post-restructuring.

We are confident that this process will also enable us to leverage Payless’s existing strengths to succeed,” continued Mr. Jones. “These strengths include our ability to produce significant free cash flow and, even last year, flat EBITDA despite unprecedented challenges and in contrast to many retailers; our portfolio of strong proprietary brands, along with unique licensing agreements with premier brands and partners; our best-in-class design and sourcing capabilities that enable the Company to offer customers high quality products at a significant discount to peers; our strong and growing Latin American business, and a lean and scalable franchise model for other markets.”

Consumers will have full access through the Payless corporate website www.paylesscorporate.com to information about the location of stores at which they can shop if their current store is being closed, as well as information about going-out-of-business sales.

The Company has also established a call center for questions: 844-648-5574 if calling from within the U.S. or Canada, or +1 347-505-5254 if calling from outside the U.S. or Canada.

Related to these activities, Payless has retained Kirkland & Ellis as its legal advisor, Guggenheim Securities as its investment banker and financial advisor and Alvarez & Marsal as its restructuring advisor.

Payless ShoeSource, which describes itself as “the largest specialty family footwear retailer in the Western Hemisphere,” has approximately 4,400 stores in more than 30 countries. The company was founded in 1956 in Topeka, KS. where its global headquarters remains today.

Photo courtesy Payless ShoeSource