Shearman & Sterling advised Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and J.P. Morgan Securities LLC as initial purchasers in connection with Caleres, Inc.’s (“Caleres”) Rule 144A/Regulation S private placement of $200,000,000 aggregate principal amount of 6.250% Senior Notes due 2023. The notes are jointly and severally guaranteed on a senior unsecured basis by each of Caleres’ subsidiaries that is a borrower or guarantor under its revolving credit facility.
Caleres used a portion of the net proceeds from the sale of the notes to fund the payment of consideration and costs relating to the settlement of its cash tender offer for all of its outstanding 7⅛% Senior Notes due 2019. Shearman & Sterling advised Merrill Lynch, Pierce, Fenner & Smith Incorporated as dealer manager on this concurrent 5 business day tender offer, which was conducted in accordance with the guidance in the Security and Exchange Commission’s January 23, 2015 no action letter. Caleres intends to use the balance of the net proceeds, together with cash on hand, to fund the redemption of all of the remaining 7⅛% Senior Notes due 2019.
Caleres is a global footwear retailer and wholesaler. Its current activities include the operation of retail shoe stores and e-commerce websites as well as the design, sourcing and marketing of footwear for women and men. Caleres’ products are available in the over 1,200 retail stores it operates, in hundreds of major department and specialty stores, on its branded e-commerce sites and on many additional third-party retail websites.
The Shearman & Sterling team included partners Jason Lehner
(New York/Toronto-Capital Markets) and Larry Crouch
(Menlo Park-Tax), counsel Jeffrey Salinger (New York-Environmental), and associates Ana Aur (Toronto-Capital Markets), Bilal Choksi (Toronto-Capital Markets), Kyle Phillips (Menlo Park-Tax) and Joanna Enns (Toronto-Capital Markets).