Levi Strauss & Co. Announces Cash Tender Offer for 6 ⅞% Senior Notes Due 2022

SAN FRANCISCO–(BUSINESS WIRE)–Levi Strauss & Co. today announced the commencement of a cash tender
offer (the “Tender Offer”) for any and all of its outstanding 6 ⅞%
Senior Notes due 2022 (the “Notes”). The Tender Offer is being made on
the terms and subject to the conditions set forth in the Offer to
Purchase dated February 21, 2017 (the “Offer to Purchase”), the related
Letter of Transmittal (the “Letter of Transmittal”) and the related
Notice of Guaranteed Delivery (the “Notice of Guarantee Delivery”).

The Tender Offer will expire at 5:00 p.m., New York City time, on
February 28, 2017, unless extended or earlier terminated as described in
the Offer to Purchase (such time and date, as they may be extended, the
“Expiration Time”). Holders of Notes who validly tender (and do not
validly withdraw) their Notes at or prior to the Expiration Time, or who
deliver to the depositary and information agent a properly completed and
duly executed Notice of Guaranteed Delivery in accordance with the
instructions described in the Offer to Purchase, will receive in cash
$1,043.71 per $1,000 principal amount of Notes validly tendered and
accepted for purchase (the “Purchase Price”) payable for such tendered
Notes that are accepted by the company for purchase in the Tender Offer,
plus accrued and unpaid interest to, but not including, the settlement
date, which is expected to be March 3, 2017.

The following table sets forth the material pricing terms of the Tender


Title of Security




Principal Amount


Purchase Price

6 ⅞% Senior Notes due 2022








Tendered Notes may be withdrawn at any time prior to the Expiration
Time. The Tender Offer is subject to the satisfaction or waiver of a
number of conditions as set forth in the Offer to Purchase, including
the receipt by the company of proceeds from a proposed debt financing on
terms reasonably satisfactory to the company generating net proceeds,
together with cash on hand, in an amount that is sufficient to effect
the repurchase of the Notes validly tendered and accepted for purchase
pursuant to the Tender Offer. The company may amend, extend or terminate
the Tender Offer in its sole discretion and subject to applicable law.

The company has retained BofA Merrill Lynch to serve as dealer manager
for the Tender Offer. The company has appointed Global Bondholder
Services Corporation (“GBS”) to serve as the depositary and information
agent for the Tender Offer.

For additional information regarding the terms of the Tender Offer,
please contact BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980)
387-2113 (collect). Questions regarding the Tender Offer should be
directed to GBS at (212) 430-3774 (banks and brokers) or (866) 470-4500
(all others). Documents for the Tender Offer, including the Offer to
Purchase, Letter of Transmittal and Notice of Guaranteed Delivery, are
available at www.gbsc-usa.com/Levi/,
and may also be obtained by contacting GBS by telephone.

None of the company, its board of directors, the dealer manager, GBS or
the trustee for the Notes, or any of their respective affiliates, is
making any recommendation as to whether Holders should tender any Notes
in response to the Tender Offer. Holders must make their own decision as
to whether to tender any of their Notes and, if so, the principal amount
of Notes to tender.

This announcement is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell
securities. The Tender Offer is being made solely by means of the Offer
to Purchase and the related Letter of Transmittal. In those
jurisdictions where the securities, blue sky or other laws require any
tender offer to be made by a licensed broker or dealer, the Tender Offer
will be deemed to be made on behalf of the company by the dealer manager
or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.

Forward Looking Statements

This news release contains forward-looking statements, including
statements regarding our tender offer and debt financing.
We have
based these forward-looking statements on our current assumptions,
expectations and projections about future events.
We use words
like “believe,” “will,” “so we can,” “when,” “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 2016, especially in the “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and “Risk
Factors” sections.
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

We are not under any obligation and do not intend to update or revise
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.

About Levi Strauss & Co.

Levi Strauss & Co. is one of the world’s largest brand-name apparel
companies and a global leader in jeanswear. The company designs and
markets jeans, casual wear and related accessories for men, women and
children under the Levi’s®, Dockers®, Signature by
Levi Strauss & Co.™, and Denizen® brands. Its products
are sold in more than 110 countries worldwide through a combination of
chain retailers, department stores, online sites, and a global footprint
of approximately 2,900 retail stores and shop-in-shops. Levi Strauss &
Co.’s reported fiscal 2016 net revenues were $4.6 billion.


Investor Contact:
Levi Strauss & Co.
Edelita Tichepco,
Levi Strauss & Co.
Amber Rensen, 415-501-7777