Item 1.01 Entry into a Material Definitive Agreement
On July 29, 2025, Levi Strauss & Co. (the “Company”) entered into an indenture (the “Indenture”) in connection with the Company’s offering of €475 million aggregate principal amount of 4.000% Senior Notes due 2030 (the “Notes”).
The Notes bear interest at 4.000% per annum, payable semiannually in arrears on February 15 and August 15, commencing February 15, 2026, and will mature on August 15, 2030. Computershare Trust Company. N.A. is acting as trustee and HSBC Bank plc is acting as registrar, transfer agent and paying agent.
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 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 August 15, 2027, 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 104.000% of the principal amount thereof, plus accrued and unpaid interest thereon, if any.
In addition, the Company may redeem all or any portion of the Notes, at once or over time, prior to August 15, 2027 at a redemption price equal to the sum of: 100% of the principal amount of the Notes to be redeemed plus the excess of (i) the present value on such redemption date of (A) the redemption price of such Notes to be redeemed on August 15, 2027 (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 August 15, 2027 computed using a discount rate equal to the Bund Rate (as defined in the Indenture) plus 50 basis points, over (ii) the principal amount of such Notes to be redeemed, plus accrued and unpaid interest, if any to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
On or after August 15, 2027, 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 August 15 of the years indicated below, and are expressed as percentages of the principal amount:
|
|
|
|
|
| Redemption Year |
|
Price |
|
| 2027 |
|
|
102.000 |
% |
| 2028 |
|
|
101.000 |
% |
| 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 101.000% 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 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 transactions. The Indenture provides for customary events of default (subject in certain cases to customary grace and
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