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Published on 5/6/2010 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Levi Strauss accepts $411.4 million of 9¾% notes, €198.9 million of 8 5/8% notes by early tender date

By Devika Patel

Knoxville, Tenn., May 6 - Levi Strauss & Co. said it accepted $411.4 million, or 92.2%, of its $446.2 million in 9¾% senior notes due 2015 and €198.9 million, or 79.6%, of its €250 million in 8 5/8% senior notes due 2013 as part of a cash tender offer for the entirety of both series of notes. These notes were tendered prior to the consent payment deadline of 5 p.m. ET on May 5.

The company expects that it will pay for these notes on May 7.

The tender offer expires at midnight ET on May 19. It began April 22.

In connection with the tender, the company is also soliciting consents to amend the notes' indentures to eliminate most of the restrictive covenants and events of default.

Holders will receive $1,051.25 for each $1,000 of U.S. notes and €1,024.06 for each €1,000 of euro notes tendered. For both series of notes, the company will also pay interest to, but excluding, the payment date.

The total consideration includes a consent payment of $20.00 per $1,000 of U.S. notes and €20.00 per €1,000 of euro notes for holders who tender prior to the consent payment deadline. Holders who tender after the consent payment deadline and prior to the expiration of the offer will receive the total consideration minus the consent payment, or $1,031.25 per U.S. note and €1,004.06 per euro note.

Bank of America Merrill Lynch (888 292-0070, 980 388-9217 or, in Europe, +44 20 7995-3715) is the dealer manager and solicitation agent. D.F. King & Co., Inc. (800 431-9642, 212 269-5550 or, in Europe, +44 20 7920-9700) is the information agent.

Levi Strauss is a San Francisco-based clothing company.


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