UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement |
On February 19, 2021, Levi Strauss & Co. (the “Company”) entered into an indenture (the “Indenture”) in connection with the Company’s offering of $500 million aggregate principal amount of 3.50% Senior Notes due 2031 (the “Notes”).
Wells Fargo Bank, National Association is acting as trustee, registrar and paying agent. The Notes will bear interest at 3.50% per annum, payable semiannually in arrears on March 1 and September 1, commencing on September 1, 2021, and will mature on March 1, 2031.
The Notes are general senior obligations of the Company and rank equally in right of payment to the Company’s existing and future senior unsecured debt and rank senior in right of payment to the Company’s future debt that is expressly subordinated in right of payment to the Notes. The Notes are effectively subordinated to the Company’s secured indebtedness, including indebtedness under the Company’s amended and restated senior secured revolving credit facility, to the extent of the value of the collateral securing such indebtedness, and are structurally subordinated to all of the existing and future liabilities, including trade payables, of the Company’s subsidiaries.
Optional Redemption
At any time prior to March 1, 2024, the Company may redeem up to 40% of the original aggregate principal amount of the Notes (including additional notes, if any) with the proceeds of one or more equity offerings, at a redemption price of 103.500% of the principal amount thereof, plus accrued and unpaid interest thereon, if any.
In addition, the Company may choose to redeem all or any portion of the Notes prior to March 1, 2026, at a redemption price of 100% of the principal amount of the Notes to be redeemed plus (i) the excess of the present value on such redemption date of (A) the redemption price of such Notes to be redeemed on March 1, 2026 (as set forth in the table in the next paragraph below), plus (B) all required remaining scheduled interest payments due on such Notes to be redeemed through March 1, 2026 (including any accrued and unpaid interest), computed using a discount rate equal to the Treasury Rate (as defined in the Indenture) plus 50 basis points, over (ii) the principal amount of such Notes to be redeemed.
On or after March 1, 2026, the Company may redeem all or a part of the Notes at the prices set forth below, plus accrued and unpaid interest, if any, if redeemed during a 12-month period beginning on March 1 of the years indicated below:
| Year |
Price |
|||
| 2026 |
101.750 | % | ||
| 2027 |
101.167 | % | ||
| 2028 |
100.583 | % | ||
| 2029 and thereafter |
100.000 | % | ||
Repurchase Offer upon a Change of Control
Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), unless the Company has exercised its right, if any, to redeem the Notes in full, each holder of Notes may require the Company to repurchase all or a portion of the Notes in cash at a price equal to 101% of the principal amount of Notes to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of purchase, as provided in and subject to the terms of, the Indenture. However, the Company’s amended and restated senior secured revolving credit facility limits its ability to repurchase the Notes prior to their maturity.
Other Covenants
The Indenture contains covenants that limit, among other things, the Company’s ability to incur liens and enter into sale and leaseback transactions and merge or consolidate with another person. The Indenture also restricts the ability of the Company’s subsidiaries to incur additional debt, incur liens and enter into sale and leaseback
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transactions. The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the trustee under the Indenture or holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.
The offering and sale of the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered, may not be reoffered or resold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above in Item 1.01 is incorporated herein by reference.
| Item 8.01. | Other Events |
On February 2, 2021, the Company announced that it had priced its offering of the Notes. A copy of the press release announcing the results of the pricing is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
Exhibits.
| Exhibit |
Description | |
| 4.1 | Indenture, dated as of February 19, 2021, by and between Levi Strauss & Co. and Wells Fargo Bank, National Association, as Trustee. | |
| 99.1 | Levi Strauss & Co. press release, dated February 2, 2021, announcing Levi Strauss & Co.’s pricing of Senior Notes due 2031. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LEVI STRAUSS & CO. | ||||||
| DATE: February 19, 2021 | By: | /s/ Seth R. Jaffe | ||||
| Name: | Seth R. Jaffe | |||||
| Title: | Executive Vice President and General Counsel | |||||
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