Shearman & Sterling represented the joint book-running managers, BofA Merrill Lynch and J.P. Morgan, in connection with a Rule 144A/Regulation S offering by Brown Shoe Company, Inc. (the “Company”) of $200 million aggregate principal amount of its 7⅛% Senior Notes due 2019, and the dealer-manager and solicitation agent, BofA Merrill Lynch, in connection with the Company’s concurrent tender offer and consent solicitation for any and all of its 8.75% Senior Notes due 2012 (the “2012 Notes”).

The proceeds from the offering were used to fund the refinancing of its 2012 Notes and for general corporate purposes.

Brown Shoe Company Inc. is a footwear company with both retail and wholesale operations, including 1,369 retail stores in the US, Canada, China and Guam, primarily under the Famous Footwear and Naturalizer names. The Company had annual net sales of $2.5 billion in fiscal year 2010.

The Shearman & Sterling team included partners Jason Lehner (Toronto/New York-Capital Markets) and Craig Gibian (Washington-Tax), counsel Jeffrey Salinger (New York-Real Estate/Environmental), and associates Thaddeus Pitney (New York-Capital Markets), Jacob Wilson (Toronto-Capital Markets), Luna Bloom (New York-Capital Markets), Christopher Greer (New York-Real Estate/Environmental), Seth Kerschner (New York-Real Estate/Environmental) and Judy Fisher (Washington, DC-Tax).