New Issue: Brown Shoe prices upsized $200 million 7 1/8% eight-year notes at 99.249 to yield 7¼%

By Paul A. Harris

Portland, Ore., April 27 - Brown Shoe Co., Inc. priced an upsized $200 million issue of 7 1/8% eight-year senior notes (B3/B+/) at 99.249 to yield 7¼% on Wednesday, according to an informed source.

The yield printed at the wide end of the 7 1/8% to 7¼% price talk.

Merrill Lynch and J.P. Morgan Securities LLC were the joint bookrunners for the quick-to-market deal, which was upsized from $150 million.

The St. Louis-based footwear retailer and wholesaler plans to use the proceeds to fund the tender for its 8¾% senior notes due 2012.

Issuer:	Brown Shoe Co., Inc.
Face amount:	$200 million, increased from $150 million
Proceeds:	$198,498,000
Maturity:	May 15, 2019
Securities:	Senior notes
Bookrunners:	Merrill Lynch, J.P. Morgan Securities LLC
Coupon:	7 1/8%
Price:	99.249
Yield:	7¼%
Spread:	427 bps
Call features:	Make-whole call at Treasuries plus 50 bps until May 15, 2014, then callable at 105.344, 103.563, 101.781, par on and after May 15, 2017
Equity clawback:	35% at 107.125 until May 15, 2014
Change-of-control put:	101%
Trade date:	April 27
Settlement date:	May 11
Ratings:	Moody's: B3
	Standard & Poor's: B+
Distribution:	Rule 144A with registration rights and Regulation S
Price talk:	7 1/8% to 7¼%
Marketing:	Quick to market

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