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Published on 5/8/2012 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Levi Strauss accepts 79.5% of 8 7/8% notes by early tender deadline

By Toni Weeks

San Diego, May 8 - Levis Strauss & Co. said it accepted for purchase about $278.2 million, or 79.5%, of the company's outstanding $350 million of 8 7/8% senior notes due 2016 by 5 p.m. ET on May 7, the early tender deadline, according to a press release.

As a result, the company amended the indenture under which the notes were issued to eliminate or make less restrictive most of the restrictive covenants and related events of default in the indenture. Levi Strauss previously said it was seeking consents from holders representing at least a majority of the notes in principal amount.

The offer will continue until midnight ET on May 21.

As previously reported, Levi Strauss will pay $1,033.33, including a $30.00 consent payment, for every $1,000 principal amount of notes tendered and accepted on or before the consent payment deadline, 5 p.m. ET on May 7. Holders tendering their notes after that deadline but before the expiration of the offer will receive $1,003.33 per $1,000 principal amount of notes.

The company will also pay accrued interest up to but excluding the payment date.

Settlement for the notes tendered by the consent payment deadline is expected on May 8. The company said settlement for the notes tendered and accepted after the consent payment deadline but before the expiration of the offer will occur promptly after the offer expiration.

The tender offer was also contingent on the company receiving financing of at least $350 million prior to the expiration date of the tender offer. On April 24, Levi Strauss priced $385 million of 6 7/8% 10-year notes.

Bank of America Merrill Lynch (888 292-0070 or 626 855-3401) is the dealer manager and solicitation agent. The document agent is Global Bondholder Services Corp. (866 807-2200 or 212 430-3774).

San Francisco-based Levi Strauss is a producer of apparel.


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