Levi Strauss begins tender, consent solicitation for 9¾%, 8 5/8% notes

By Devika Patel

Knoxville, Tenn., April 22 - Levi Strauss & Co. said it has begun a cash tender offer for all $446.21 million of its 9¾% senior notes due 2015 and all €250 million of its 8 5/8% senior notes due 2013.

The tender offer will expire at midnight ET on May 19.

In connection with the tender, the company is also soliciting consents to amend the notes' indentures to eliminate most of the restrictive covenants and certain 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 of 5 p.m. ET on May 5. 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 $1,000 of U.S. notes and €1,004.06 per €1,000 of euro notes.

The company expects that it will pay for notes tendered prior to the consent payment deadline on May 7.

The offer is conditional upon the company completing a financing of at least $800 million.

BofA 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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