Brown Shoe tenders, seeks consents for $150 million 8¾% notes due 2012

By Susanna Moon

Chicago, April 27 - Brown Shoe Co. said it began a cash tender offer for its $150 million principal amount of 8¾% senior notes due 2012.

Brown Shoe also is soliciting consents to amend the notes to eliminate most of the restrictive covenants and some events of default. Consents are needed from the holders of a majority of the notes.

The total payment will be $1,003.75 per $1,000 principal amount of notes tendered by 5 p.m. ET on May 10, the consent date, which includes a consent fee of $10.00 per $1,000 principal amount.

Holders who tender after the consent date but by the offer expiration at 8 a.m. ET on May 25 will receive the total payment less the consent fee.

The company also will pay accrued interest up to but excluding the payment date.

Initial settlement is expected to occur on May 11.

The offer is conditioned on the receipt of the required consents to amend the notes and the completion of debt financing with enough proceeds to fund the tender offer when combined with cash on hand and borrowings under the company's revolving credit facility.

Merrill Lynch (888 292-0070 or 980 388-9217) is the dealer manager. Questions about the offer may be directed to Georgeson, Inc. at 877 507-1756 or, for banks and brokers, 212 440-9800.

Brown Shoe is a St. Louis-based footwear retailer and wholesaler.

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