EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

LEVI

   1155 Battery Street, San Francisco, CA 94111

STRAUSS

    

    & CO.

    

NEWS

    

 

    Investor Contacts:    Allison Malkin and Chad Jacobs
         Integrated Corporate Relations, Inc.
         (203) 682-8200
    Media Contact:    Dan Chew
         Levi Strauss & Co.
         (415) 501-3317

 

Levi Strauss & Co. Commences Tender Offer and

Solicitation of Consents for its 11.625% Senior Notes Due 2008

 

SAN FRANCISCO (February 24, 2005) – Levi Strauss & Co. today announced that it has commenced a cash tender offer for any and all of its outstanding $380.0 million 11.625% Senior Notes due 2008 (the “U.S. Notes”) and €125.0 million 11.625% Senior Notes due 2008 (the “Euro Notes,” and together with the U.S. Notes, the “Notes”). The tender offer will expire at 12:00 midnight, New York City time, on Wednesday, March 23, 2005, unless extended or earlier terminated by the company. In connection with the cash tender offer, the company is also soliciting consents to amend the respective indentures under which each series of Notes was issued to eliminate or make less restrictive most of the restrictive covenants, and certain related events of default, contained in the indentures.

 

Under the terms of the tender offer, the total consideration for each $1,000 principal amount of U.S. Notes tendered and accepted in the tender offer will be $1,063.13 and the total consideration for each €1,000 principal amount of Euro Notes tendered and accepted in the tender offer will be €1,063.13, in each case plus accrued and unpaid interest to, but excluding, the payment date. The total consideration includes a consent payment of $30.00 per $1,000 principal amount of U.S. Notes and €30.00 per €1,000 principal amount of Euro Notes, and is only payable to holders who tender their Notes and deliver their consents on or prior to 5:00 p.m., New York City time, on Wednesday, March 9, 2005 (the “Consent Payment Deadline”). Holders who tender their Notes after the Consent Payment Deadline and prior to the expiration of the tender offer will receive the total consideration less the consent payment, or $1,033.13 per $1,000 principal amount of U.S. Notes and €1,033.13 per €1,000 principal amount of Euro Notes.

 

Prior to the expiration of the tender offer, upon satisfaction or waiver of the conditions to the tender offer, the company may, at its option, accept and pay for Notes tendered. The company currently expects that it will, on or about March 11, 2005, accept and pay for Notes tendered on or prior to the Consent Payment Deadline. Subject to limited conditions, all Notes tendered after the company’s initial acceptance of Notes for purchase will be accepted and paid for promptly following the expiration date of the tender offer. Holders will be paid accrued and unpaid interest up to but not including the applicable date of payment.


The company’s obligation to consummate the tender offer is conditioned upon the satisfaction of certain conditions, including (i) the consummation by the company before the expiration of the tender offer of an offering of notes in a capital markets transaction with gross proceeds of at least $550.0 million and (ii) holders of each series of Notes representing not less than a majority in principal amount of the outstanding Notes of that series having tendered their Notes and delivered their consents. Full details of the terms and conditions of the tender offer are included in the company’s Offer to Purchase and Consent Solicitation Statement dated February 24, 2005.

 

The company has retained Banc of America Securities LLC and Citigroup Global Markets Inc. to act as the joint lead dealer managers in connection with the tender offer and as solicitation agents in connection with the consent solicitation. Banc of America Securities can be contacted at (+1) 888-292-0070 (U.S. toll free) (+1) 704-388-9217 (collect) or (+44) 20-7174-4830 (Europe). Citigroup can be contacted at (+1) 800-558-3745 (U.S. toll free) (+1) 212-723-6108 (collect) or (+44) 20-7986-8969 (Europe). Holders can request documents from D.F. King & Co., Inc., the Information Agent, at (+1) 800-431-9642 (U.S. toll free) (+1) 212-269-5550 (collect) or (+44) 20-7920-9700 (Europe).

 

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other security. The tender offer is made only by an Offer to Purchase and Consent Solicitation Statement dated February 24, 2005. Statements in this press release regarding the private offering of debt securities shall not constitute an offer to sell or a solicitation of an offer to buy such securities. The tender offer is not being made directly or indirectly to any resident or person located in Italy or in any other jurisdiction where the tender offer would be unlawful.

 

This news release contains, in addition to historical information, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current assumptions, expectations and projections about future events. We use words like “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements.

 

Investors should consider the information contained in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended 2004, especially in the Management’s Discussion and Analysis - “Financial Condition and Results of Operations” and “Factors That May Affect Future Results” sections, our most recent Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Other unknown or unpredictable factors also could have material adverse effects on our future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this news release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this news release.

 

We are not under any obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this news release to reflect circumstances existing after the date of this news release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.

 

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