Business Context and Reporting Period
This Form 8-K was filed by Brown Shoe Company, Inc. on April 8, 2005. The filing discloses a proposed private placement of senior notes and relates to the company's ongoing acquisition of Bennett Footwear Holdings, LLC.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, or existing debt figures. The primary financial metric disclosed is the proposed issuance of $150 million in aggregate principal amount of senior notes due 2012.
Material Changes and Transactions
- Proposed Debt Offering: The company intends to offer $150 million in senior notes due 2012 in a private placement to qualified institutional buyers and non-U.S. persons.
- Guarantees: The notes will be guaranteed on a senior unsecured basis by subsidiaries that are obligors under the company's existing senior secured credit facility.
- Use of Proceeds: Net proceeds are expected to finance a portion of the acquisition price for Bennett Footwear Holdings, LLC, and to pay related fees and expenses.
- Exchange Offer: The company plans to file a registration statement to offer an exchange of these private notes for publicly tradeable notes with substantially identical terms.
Guidance, Outlook, and Risks
- Timing: The offering is expected to be completed in April 2005.
- Conditions Precedent: The issuance is conditioned upon the consummation of the previously announced acquisition of Bennett Footwear Holdings, LLC, and other customary closing conditions.
- Regulatory Status: The notes are not registered under the Securities Act of 1933 and are being offered pursuant to Rule 144A and Regulation S. The information in this report is not deemed "filed" under Section 18 of the Exchange Act.
Investor Verification Checklist
- Verify the final terms and interest rate of the $150 million senior notes due 2012.
- Confirm the successful consummation of the Bennett Footwear Holdings, LLC acquisition, as the debt issuance is contingent upon this event.
- Review the Preliminary Offering Memorandum (Exhibit 99.1) for detailed risk factors and use of proceeds.
- Monitor the filing of the registration statement for the proposed exchange offer to publicly tradeable notes.