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Payless Announces Court Approval of First Day Motions Allowing Business Operations to Proceed in Ordinary Course

TOPEKA, Kan., April 5, 2017 – Payless ShoeSource (“Payless”, “the Company”), the largest specialty family footwear retailer in the Western Hemisphere, today announced that first-day motions to help facilitate continued operations in the ordinary course of business while the Company operates under Chapter 11 protection were approved by Judge Kathy A. Surratt-States of the U.S. Bankruptcy Court for the Eastern District of Missouri.

As part of the Court’s approval of first day motions, Payless received authorization on an interim basis from the Court to provide employee wages, healthcare coverage, and other benefits without interruption, and pay certain vendors and suppliers for all authorized goods and services. All vendors and suppliers will be paid in the ordinary course for those goods and services provided on or after the date of the Chapter 11 filing.

The Court’s approvals also affirmed on an interim basis access to $245 million of the $305 million Debtor-in-Possession (DIP) financing facility provided by a lender group led by Wells Fargo.

As a result of today’s hearing, all Payless stores and Payless.com will be able to continue offering without interruption the wide range of affordably priced family footwear for which they are relied on by families across America.

Related to these activities, Payless has retained Kirkland & Ellis as its legal advisor, Guggenheim Securities as its investment banker and financial advisor and Alvarez & Marsal as its restructuring advisor.

Additional information on the process can be found at www.paylessrestucture.com. Information about the claims process will be available at https://cases.primeclerk.com/payless. The company also has established a call center for questions: 844-648-5574 if calling from within the U.S. or Canada, or +1 347-505-5254 if calling from outside the U.S. or Canada. The court case number is 17-42267.

About Payless

Payless ShoeSource is the largest specialty family footwear retailer in the Western Hemisphere, offering a wide range of fashionable shoes and accessory items at affordable prices for every member of the family. The company’s mission is simple: Become the Go To, Get More, Payless shoe store for our customers. Payless has approximately 4,400 stores in more than 30 countries and was founded in 1956 in Topeka, Kan. where its global headquarters remains today.

For media inquiries:

Meghan Spreer

meghan.spreer@payless.com

785-295-6004

Cristi Allen

cristi.allen@payless.com

785-559-5503

This document contains certain forward-looking statements. These statements may be identified by the use of forward-looking terminology such as “believe,” “continue,” “intend,” “plan,” “path,” “emerge,” “conviction,” “future,” “growth,” “ensure,” “commit,” “should,” “will,” or “would” or the negative thereof or other variations thereof or other comparable terminology and include, but are not limited to, statements regarding the effect of the Chapter 11 proceeding on creditors, customers, vendors, suppliers, associates, business partners and other stakeholders, the amount and uses of financing expected to be secured, and any and all matters relating to the Company’s emergence, if any, from Chapter 11 and the Company’s financial results and business performance thereafter. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. Such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control.  In light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this document may not in fact occur.  The Company disclaims any intention or obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law.

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Payless ShoeSource Implements Path Forward to Enhance Company’s Growth Profile and Profitability

TOPEKA, KS, April 4, 2017 – Payless ShoeSource (“Payless,” “the Company”), the largest specialty family footwear retailer in the Western Hemisphere, offering a range of everyday and special occasion shoes and accessory items at affordable prices, announced today that it has filed a voluntary petition for reorganization pursuant to Chapter 11 of the U.S. Federal Bankruptcy Code to facilitate the financial and operational restructuring necessary to strengthen its balance sheet and position the Company for long-term success. The Company’s North American entities, as well as two foreign Hong Kong-based entities involved in logistics (CBL) and supply chain (DAL), are included in the restructuring, which has been filed in the U.S. Bankruptcy Court for the Eastern District of Missouri in St. Louis. Payless is also filing for recognition of the U.S. Chapter 11 proceedings under Part IV of the Companies’ Creditors Arrangement Act in the Ontario Superior Court of Justice. Payless will continue to operate its business in the ordinary course in terms of its customers, vendors, partners and employees.

In conjunction with the restructuring, Payless has entered into a Plan Support Agreement (PSA) with parties who hold or control approximately 2/3 of its first lien and second lien term debt to reduce its debt load by almost 50%, materially lower its annual cash interest costs, access significant additional capital and provide a path to an expedited emergence from Chapter 11 with a sustainable capital structure for the future. The PSA demonstrates the strong support of our senior lenders for a consensual restructuring and their conviction in the future of Payless, as well as providing a clear path to emergence on an expedited basis.

Under this agreed plan with its lenders, Payless intends to use the Chapter 11 process to accomplish specific objectives:

Strengthen its balance sheet and restructure Payless’ debt load;

Invest in specific areas that Payless believes will provide sustainable growth including omnichannel expansion; product and inventory initiatives; and international expansion in Latin America and elsewhere; and

Optimize its store footprint, with the immediate closure of nearly 400 underperforming locations in the U.S. and Puerto Rico and work to aggressively manage the remaining real estate lease portfolio either by modifying terms, or evaluating closures of additional locations.

Paul Jones, Payless Chief Executive Officer, commented, “This is a difficult, but necessary, decision driven by the continued challenges of the retail environment, which will only intensify. We will build a stronger Payless for our customers, vendors and suppliers, associates, business partners and other stakeholders through this process. While we have had to make many tough choices, we appreciate the substantial support we have received from our lenders, who share our belief that we have a unique opportunity to enable Payless — the iconic American footwear retailer with one of the best-recognized global brands — to remain the go-to shoe store for customers in America and around the globe.”

The Company is promptly seeking immediate relief from the Court though the filing of customary first day motions that will allow the Company to smoothly transition its business into Chapter 11, including, among other things, granting authority to pay pre-filing wages, salaries, benefits, honor customer programs, and pay vendors/suppliers in the ordinary course for all goods and services provided on or after the filing date. Additionally, the Company has negotiated agreements with certain of its existing lenders to provide Payless access of up to $385 million of debtor-in-possession financing, which includes access to $305 million of ABL financing and up to $80 million of new term loan financing. In total, the debtor-in-possession financing will provide Payless with access to up to $120 million in incremental liquidity during the Chapter 11 cases. This incremental liquidity will ensure that suppliers and other business partners/vendors will be paid in a timely manner for authorized goods and services provided during the Chapter 11 process, in accordance with customary terms. The $80 million of new term loan financing will also ensure the Company has the exit financing required to emerge from Chapter 11 well positioned for future growth and profitability post-restructuring.

“We are confident that this process will also enable us to leverage Payless’s existing strengths to succeed,” continued Mr. Jones. “These strengths include our ability to produce significant free cash flow and, even last year, flat EBITDA despite unprecedented challenges and in contrast to many retailers; our portfolio of strong proprietary brands, along with unique licensing agreements with premier brands and partners; our best-in-class design and sourcing capabilities that enable the Company to offer customers high quality products at a significant discount to peers; our strong and growing Latin American business, and a lean and scalable franchise model for other markets.”

Consumers will have full access through the Payless corporate website www.paylesscorporate.com to information about the location of stores at which they can shop if their current store is being closed, as well as information about going-out-of-business sales.

The Company has also established a call center for questions: 844-648-5574 if calling from within the U.S. or Canada, or +1 347-505-5254 if calling from outside the U.S. or Canada.

Related to these activities, Payless has retained Kirkland & Ellis as its legal advisor, Guggenheim Securities as its investment banker and financial advisor and Alvarez & Marsal as its restructuring advisor.

About Payless

Payless ShoeSource is the largest specialty family footwear retailer in the Western Hemisphere, offering a wide range of fashionable shoes and accessory items at affordable prices for every member of the family. The company’s mission is simple: Become the Go To, Get More, Payless shoe store for our customers. Payless has approximately 4,400 stores in more than 30 countries and was founded in 1956 in Topeka, Kan. where its global headquarters remains today.

For media inquiries:

Meghan Spreer

meghan.spreer@payless.com

785-295-6004

Cristi Allen

cristi.allen@payless.com

785-559-5503

This document contains certain forward-looking statements. These statements may be identified by the use of forward-looking terminology such as “believe,” “continue,” “intend,” “plan,” “path,” “emerge,” “conviction,” “future,” “growth,” “ensure,” “commit,” “should,” “will,” or “would” or the negative thereof or other variations thereof or other comparable terminology and include, but are not limited to, statements regarding the effect of the Chapter 11 proceeding on creditors, customers, vendors, suppliers, associates, business partners and other stakeholders, the amount and uses of financing expected to be secured, and any and all matters relating to the Company’s emergence, if any, from Chapter 11 and the Company’s financial results and business performance thereafter. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. Such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control.  In light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this document may not in fact occur.  The Company disclaims any intention or obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law.

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