Levi Strauss tenders for 6.80% '03 notes

Levi Strauss & Co. (B3/BB) said Tuesday (April 8) that it had begun a cash tender offer to purchase any and all of its outstanding 6.80% senior notes scheduled to mature on Nov.1.

The company said that the tender offer will remain open until 9 a.m. ET on May 7, subject to possible extension.

It will pay a purchase price of $1,024.24 per $1,000 principal amount of notes validly tendered and not subsequently withdrawn. Holders will also received accrued and unpaid interest up to, but not including the date on which Levi Strauss pays for the tendered notes. The company said that assuming notes are purchased according to terms of the offer, payment for the tendered notes will be made promptly after the expiration of the offer.

Credit Suisse First Boston (contact the Liability Management Group at 800 820-1653 or 212 538-8474) will be the dealer manager for the tender offer. Georgeson Shareholder (contact 212 440-9800) will be the information agent for the tender offer.

AS PREVIOUSLY ANNOUNCED, Levi Strauss, a San Francisco-based apparel manufacturer, said on Nov. 25 that it would sell $300 million of senior notes due 2012.

It said that of the proceeds, $115 million would be used to repay bank debt; the rest, subject to obtaining bank waivers, would be used to refinance the company's $350 million of 6.80% notes, either at maturity, by repurchase or otherwise, or to repay other debt, or for general corporate purposes.

On Nov. 26, Levi was heard by high yield syndicate sources to have sold $425 million of new bonds, with a portion of the proceeds from the deal expected to be used, as indicated, to refinance the outstanding 6.80% notes.

Delta Mills completes "modified Dutch auction" tender for 9 5/8% '07 notes

Delta Woodside Industries, Inc.(B3/B+) announced the results on Thursday (April 3) of the previously announced "modified Dutch auction" tender offer made for a portion of its outstanding 9 5/8% senior notes due 2007 by its wholly-owned Delta Mills, Inc. subsidiary.

The company said that the tender offer expired as scheduled at 5 p.m. ET on April 2, without extension. As of that deadline, a total principal amount of $12.798 million of the notes was tendered by noteholders and accepted for payment by Delta Mills. The "clearing price" at which the company agreed to buy those notes was set at $790 per $1,000 principal amount. As a result, Delta Mills will pay a total of $10,110,420, plus accrued interest, to repurchase the notes.

The company said that all holders who tendered their notes - including those holders who tendered notes at a price below the clearing price - will receive the clearing price for their notes, which settlement scheduled to take place on Monday (April 7).

Banc of America Securities LLC (call toll-free 888 292-0070 or collect 704 388-2842) was the exclusive dealer manager for the offer. The Bank of New York is the depositary, and D.F. King & Co. (call toll-free 800 967-7921 or collect 212 269-5550) was the information agent.

AS PREVIOUSLY ANNOUNCED: Delta Mills, a Greenville, S.C.-based textile products company (which had bought back a total principal amount of $34.996 million of the 9 5/8% notes at $525 per $1,000 principal amount for a total of $18,372,900, plus accrued interest, in a modified Dutch auction tender offer in the spring of 2002) said on March 5, 2003 that its Delta Mills subsidiary had begun a modified Dutch auction tender offer for a portion of its remaining outstanding 9 5/8% notes.

It said that the tender offer would expire at 5 p.m. ET on April 2, subject to possible extension, and that tenders of notes could be may be made or withdrawn at any time prior to the Expiration Date.

Delta Mills said it was inviting holders to submit offers to sell their notes, at a price determined by each holder, within a range of $750 to $790 per $1,000 principal amount of notes tendered. It said that holders whose notes accepted for purchase would also receive accrued and unpaid interest upon completion of the tender offer.

Under the rules of the modified Dutch auction process, Delta Mills said it would first accept notes offered for sale at $750 per $1,000 principal amount, the lowest price in the range within which the company offered to buy the notes. After that, it would continue to accept offers to sell notes in order of increasing offer price, until Delta Mills had spent approximately $15.8 million (excluding accrued interest) to buy the notes at a "clearing price" which would allow the company to buy the maximum amount of notes for that total amount.

Delta Mills said it would buy all notes offered at or below this clearing price and would pay the clearing price for all such accepted notes, even if that price were to be higher than the price at which the noteholder offered to sell the notes.

It said that notes offered for sale above the eventual clearing price would not be accepted for purchase. It also said that if the total principal amount of notes offered at the clearing price to exceed the maximum principal amount of notes that the company said it could accept at the clearing price under the modified Dutch auction procedure, acceptances of offers at the clearing price would be allocated among such notes on a pro-rata basis.

Delta Mills said the offer would be funded by borrowings under its revolving credit facility. It said that consummation of the tender offer would be subject to the satisfaction of certain conditions described in the company's official Offer to Purchase.

Iron Mountain tenders for 8¾% notes due '09

Iron Mountain Inc. announced a cash tender offer for its $220 million principal amount 8¾% senior subordinated notes due 2009.

The Boston records and information management company will also carry out a consent solicitation to amend the indenture for the notes.

Iron Mountain is offering $1,043.75 per $1,000 principal amount of notes, which includes a consent payment of $30.00 per $1,000 principal amount for holders who tender and deliver consents by the consent date of April 22. After that date the payment is $1,013.75 per $1,000 principal amount. Iron Mountain will also pay accrued interest up to but not including the payment date.

The tender expires at midnight ET on May 6 unless extended or terminated.

Holders tendering their notes will be required to consent to changes to amendments, which will eliminate certain restrictive covenants. Holders may not tender without delivering consents or deliver consents without tendering.

Iron Mountain said it intends to finance the tender offer and consent solicitation with part of the proceeds from its proposed offering of $250 million 7¾% senior subordinated notes due 2015. Completion of this financing is one of the conditions to the offer.

Bear, Stearns & Co. Inc. (Contact the Global Liability Management Group at 877 696-2327) is dealer manager and solicitation agent for the tender offer and consent solicitation. D.F. King & Co., Inc. (800 488-8075) is the information agent.

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