New Issue: Levi Strauss sells upsized $525 million 10-year, €300 million eight-year notes at par

By Paul A. Harris

St. Louis, April 28 - Levi Strauss & Co. priced two upsized tranches of senior notes (B2/B+/) on Wednesday, according to an informed source.

The San Francisco-based apparel company priced an upsized $525 million tranche of 10-year notes at par to yield 7 5/8%. The yield printed at the tight end of the 7¾% area price talk. The tranche was upsized from $460 million.

In addition, Levi Strauss priced an upsized €300 million tranche of eight-year notes at par to yield 7¾%. Price talk for the eight-year notes was also in the 7¾% area; hence, the yield printed on top of the price talk. The tranche was upsized from €275 million.

Bank of America Merrill Lynch and J.P. Morgan Securities Inc. were the joint bookrunners.

Senior co-managers were Credit Suisse, Goldman Sachs & Co. and Wells Fargo Securities. And co-managers were HSBC Securities, Scotia Capital and UBS Investment Bank.

Proceeds will be used to refinance the company's 8 5/8% euro-denominated senior notes due 2013 and its 9¾% senior notes due 2015 and for general corporate purposes.

Issuer:	Levi Strauss & Co.
Securities:	Senior notes
Bookrunners:	Bank of America Merrill Lynch, J.P. Morgan Securities Inc.
Senior co-managers:	Credit Suisse, Goldman Sachs & Co., Wells Fargo Securities
Co-managers:	HSBC Securities, Scotia Capital, UBS Investment Bank
Trade date:	April 28
Settlement date:	May 6
Ratings:	Moody's: B2
	Standard & Poor's: B+
Distribution:	Rule 144A/Regulation S with registration rights
Dollar-denominated notes
Amount:	$525 million, increased from $460 million
Maturity:	May 15, 2020
Coupon:	7 5/8%
Price:	Par
Yield:	7 5/8%
Spread:	389 bps
Call protection:	Make-whole at Treasuries plus 50 bps until May 15, 2015, then callable at a premium
Equity clawback:	35% at 107.625 until May 15, 2013
Price talk:	7¾% area
Euro-denominated notes
Amount:	€300 million, increased from €275 million
Maturity:	May 15, 2018
Coupon:	7¾%
Price:	Par
Yield:	7¾%
Spread:	496 bps
Call protection:	Make-whole at Bunds plus 50 bps until May 15, 2014, then callable at a premium
Equity clawback:	35% at 107.75 until May 15, 2013
Price talk:	7¾% area

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