Item 1.01 Entry into a Material Definitive Agreement
On
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
In addition, the Company may choose to redeem all or any portion of the Notes
prior to
On or after
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
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
Item 9.01. Financial Statements and Exhibits
Exhibits. Exhibit No. Description 4.1 Indenture, dated as ofFebruary 19, 2021 , by and betweenLevi Strauss & Co. andWells Fargo Bank, National Association , as Trustee. 99.1Levi Strauss & Co. press release, datedFebruary 2, 2021 , announcingLevi Strauss & Co.'s pricing of Senior Notes due 2031. 104 Cover Page Interactive Data File (embedded within the inline XBRL document). 3
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