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Published on 5/22/2012 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Levi Strauss accepts $278.23 million of 8 7/8% notes in tender offer

By Toni Weeks

San Diego, May 22 - Levis Strauss & Co. said it received tenders for about $278.23 million, or 79.5%, of its outstanding $350 million of 8 7/8% senior notes due 2016 by midnight ET on May 21, the expiration for the tender offer. All of the tendered notes were accepted for purchase.

As previously reported, $278.22 million of the notes were tendered by the early tender deadline, 5 p.m. ET on May 7, and were accepted and paid for by the company. The notes tendered after the early deadline were expected to be paid for on May 22.

The company has 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. Levi Strauss previously said it needed consents from holders representing at least a majority of the notes in principal amount.

Levi Strauss paid $1,033.33, including a $30.00 consent payment, for every $1,000 principal amount of notes tendered and accepted on or before the early deadline. Holders who tendered 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.

The tender offer was contingent on the company receiving financing of at least $350 million prior to the expiration date. 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) was the dealer manager and solicitation agent. The document agent was Global Bondholder Services Corp. (866 807-2200 or 212 430-3774).

San Francisco-based Levi Strauss makes apparel.


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