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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


FORM 8-K


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 20, 2025


LEVI STRAUSS & CO.

(Exact name of registrant as specified in its charter)

 

Delaware   001-06631   94-0905160

(State or Other Jurisdiction of

Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1155 Battery Street

San Francisco, California 94111

(Address of principal executive offices) (Zip Code)

(415) 501-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share LEVI New York Stock Exchange

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 7.01 Regulation FD Disclosure.

On May 18, 2025, Levi Strauss & Co. (the “Company”) entered into an asset purchase agreement with Authentic Brands Group (“Authentic”) to sell the Dockers® business to Authentic for an initial transaction value of $311 million, subject to customary adjustments and closing conditions, with the potential to reach up to $391 million dollars through a $80 million earnout opportunity in future years based on the performance of the Dockers® business under Authentic’s ownership.

On May 20, 2025, the Company issued the press release attached hereto as Exhibit 99.1 announcing the transaction described herein. The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

99.1 Press Release issued by Levi Strauss & Co., dated May 20, 2025
   
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

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: May 20, 2025 By: /s/ David Jedrzejek
    Name: David Jedrzejek
    Title: Senior Vice President and General Counsel

 
EX-99.1 2 ex99-1.htm PRESS RELEASE ISSUED BY LEVI STRAUSS & CO., DATED MAY 20, 2025

 

 

LEVI STRAUSS & CO 8-K

 

Exhibit 99.1

 

Picture 1743794109, Picture

Investor Contact: Aida Orphan Media Contact: Elizabeth Owen
  Levi Strauss & Co.   Levi Strauss & Co.
  (415) 501-6194   (415) 501-7777
  Investor-relations@levi.com   newsmediarequests@levi.com

Levi Strauss & Co. Enters into Definitive Agreement to Sell Dockers® to Authentic Brands Group

SAN FRANCISCO, CA– May 20, 2025 – Levi Strauss & Co. (LS&Co.) (NYSE: LEVI) and Authentic Brands Group (Authentic) today announced that they have entered into a definitive agreement for LS&Co. to sell Dockers® to Authentic for an initial transaction value of $311 million, subject to customary adjustments and closing conditions, with the potential to reach up to $391 million through an $80 million earnout opportunity in future years based on the performance of the Dockers® business under Authentic’s ownership.

“The Dockers® transaction further aligns our portfolio with our strategic priorities, focusing on our direct-to-consumer (DTC) first approach, growing our international presence and investing in opportunities across women’s and denim lifestyle,” said Michelle Gass, President and CEO of LS&Co. “After a robust process, we are confident that we maximized the value of the business and that Authentic is the right organization to usher in the next chapter of growth for the Dockers® brand. We thank the global Dockers® team for their strong commitment and execution to building the brand, which continues to be the authority on khaki.”

With this agreement, LS&Co. is well positioned to reach its potential as a best-in-class omnichannel retailer as it continues to evolve the globally iconic Levi’s® brand from jeans to denim lifestyle while also scaling the Beyond Yoga® brand. LS&Co. remains focused on driving long-term, sustainable profitable growth across categories, channels and regions as it continues to deliver stakeholder value. LS&Co. intends to return approximately $100 million of the net cash proceeds from the transaction to shareholders through share repurchases, in line with its established capital allocation strategy.

“Dockers® is a natural fit for the Authentic model,” said Jamie Salter, Founder, Chairman and CEO of Authentic. “It’s a brand with deep roots, high awareness and a solid foundation in licensing — all things we look for when acquiring new brands. Dockers® played a key role in shaping casual workwear as we know it today, and we see significant potential to build on that legacy and grow the brand across a variety of categories.”

 

The transaction remains subject to customary closing conditions and is expected to close on or around July 31, 2025, for the Dockers® intellectual property and operations in the United States and Canada, and on or around January 31, 2026, for the remaining Dockers® operations. In addition, LS&Co. will provide certain transition services to Authentic and its partners for Dockers® through a limited transition period.

BofA Securities, Inc. is serving as financial advisor to LS&Co., and Cleary Gottlieb Steen & Hamilton LLP is serving as its legal advisor.

About Levi Strauss & Co.

Levi Strauss & Co. (LS&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®, Levi Strauss Signature™, Denizen®, Dockers® and Beyond Yoga® brands. Its products are sold in approximately 120 countries worldwide through a combination of chain retailers, department stores, online sites, and a global footprint of approximately 3,400 retail stores and shop-in-shops. Levi Strauss & Co.'s reported 2024 net revenues were $6.4 billion. For more information, go to http://levistrauss.com, and for financial news and announcements go to http://investors.levistrauss.com.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between LS&Co. and Authentic Brands Group (Authentic), including, but not limited to, statements regarding the proposed transaction and the anticipated timing of the first and second closing thereof; future transition services to be provided by LS&Co. to Authentic; the market outlook, products, business and priorities of LS&Co. and Authentic; opportunities and strategies related to LS&Co.’s products and expectations and objectives; progress against such strategic priorities; LS&Co.’s plans and capabilities; future share repurchases; and efforts to diversify product categories and distribution channels. The company has based these forward-looking statements on its current reasonable assumptions, expectations and projections about future events. Words such as, but not limited to, “believe,” “will,” “may,” “so we can,” “when,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “could” and similar expressions are used 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, some of which are beyond our control, that could cause actual future events to differ materially from those suggested by the forward-looking statements, including, but not limited to: (i) the completion of the proposed transaction on anticipated terms and timing, anticipated tax treatment and unforeseen liabilities, which may adversely affect LS&Co.’s business, financial condition, operating results and the price of its common stock; (ii) the failure to satisfy the conditions to the consummation of the transaction, including the receipt of certain regulatory approvals on the terms expected, in a timely manner, or at all; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement; (iv) the ability of LS&Co. to successfully divest the Dockers® operations and product lines; and (v) macroeconomic conditions and geopolitical uncertainty in the global economy. Investors should consider the information contained in the company's filings with the U.S. Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K for fiscal year 2024 especially in the “Management's Discussion and Analysis of Financial Condition and Results of Operations”, “Summary of Risk Factors” and “Risk Factors” sections and its Quarterly Report on Form 10-Q for the quarter ended March 2, 2025, especially in the “Management's Discussion and Analysis of Financial Condition and Results of Operations”, section. Other unknown or unpredictable factors also could have material adverse effects on the proposed transaction and future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press 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 press release. The company is not under any obligation and does not intend to update or revise any of the forward-looking statements contained in this press release to reflect circumstances existing after the date of this press release or to reflect the occurrence of future events, even if such circumstances or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.