On December 13, 2016, Caleres, Inc. (the Company) entered into a
Stock Purchase Agreement (the Purchase Agreement) with Apollo
Investors, LLC, a Delaware limited liability company (Seller),
and Apollo Buyer Holding Company, Inc., a Delaware corporation
(the Holding), to which the Company acquired Allen Edmonds, a
U.S.-based maker of mens premium handcrafted leather footwear and
accessories, by acquiring all of the outstanding capital stock of
Holding from Seller on that date for an aggregate purchase price
of $255.0 million in cash, subject to certain adjustments in
respect of cash, debt, working capital and transaction expenses
as provided for in the Purchase Agreement (the Purchase Price).

The Purchase Agreement contains customary representations,
warranties and covenants for a transaction of this nature. The
Company also purchased a representations and warranties insurance
policy, under which it may seek coverage for breaches of Sellers
representations and warranties, subject to customary exclusions
and retention amounts. Such representations and warranties
insurance policy will be the sole recourse for certain breaches
of Sellers representations and warranties. With respect to
certain breaches of other representations and warranties by
Seller and certain other claims specified in the Purchase
Agreement, the parties have agreed to customary indemnification
provisions, subject to certain customary exclusions and caps. The
parties have entered into an escrow agreement providing for an
indemnity escrow to be used to satisfy certain of these
post-closing indemnification obligations of Seller, as well as an
adjustment escrow to satisfy any post-closing adjustments to the
Purchase Price as described above.

The foregoing description is only a summary and is qualified in
its entirety by reference to the full text of the Purchase
Agreement, a copy of which is attached hereto as Exhibit 2.1 and
incorporated herein by reference.

The Purchase Agreement has been included in this report to
provide investors with information regarding its terms. It is not
intended to provide any other factual information about the
Company, Seller or Holding. The representations, warranties and
covenants contained in the Purchase Agreement were made only for
purposes of the Purchase Agreement as of the specific dates
therein, were solely for the benefit of the parties to the
Purchase Agreement, may be subject to limitations agreed upon by
the contracting parties, including being qualified by
confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Purchase Agreement
instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Investors
are not third-party beneficiaries under the Purchase Agreement
and should not rely on the representations, warranties and
covenants or any descriptions thereof as characterizations of the
actual state of facts or condition of the parties thereto or any
of their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of representations and
warranties may change after the date of the Purchase Agreement,
which subsequent information may or may not be fully reflected in
the Companys public disclosures.

Item 7.01 Regulation FD Disclosure.

On December 13, 2016, the Company issued a press release (the
Press Release) announcing the Allen Edmonds acquisition to the
Purchase Agreement described in Item 1.01 above. A copy of the
Press Release is being filed as Exhibit 99.1 hereto, and the
statements contained therein are incorporated by reference
herein.

The information in this Item 7.01 of this Current Report on Form
8-K and Exhibit 99.1 attached hereto shall not be

deemed to be filed for the purposes of Section 18 of the
Securities Exchange Act of 1934 (the Exchange Act), or otherwise
subject to the liabilities of such section, nor shall such
information or exhibit be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act,
except as shall be expressly set forth by specific reference in
such a filing.

Item 9.01 Financial Statements and Exhibits.