LOS ANGELES–(BUSINESS WIRE)–
Herbalife Nutrition Ltd. (NYSE: HLF) (the “Company”) today announced that it intends, subject to market and other conditions, to offer $250 million aggregate principal amount of convertible senior notes due 2028 (the “Convertible Notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In addition, the Company expects to grant the initial purchasers of the Convertible Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Convertible Notes are first issued, up to an additional $37.5 million principal amount of Convertible Notes.
Final terms of the Convertible Notes, including the initial conversion price, interest rate and certain other terms of the Convertible Notes will be determined at the time of pricing. The Convertible Notes will be senior, unsecured obligations of the Company, and are expected to pay interest semiannually. Upon conversion, the Convertible Notes will be settled in cash and, if applicable, the Company’s common shares, based on a conversion rate to be determined at the pricing of the Convertible Notes. The Convertible Notes will mature on June 15, 2028, unless redeemed, repurchased or converted in accordance with their terms prior to such date. Prior to March 15, 2028, the Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity date.
The Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after June 15, 2026, but only if the last reported sale price per common share exceeds 130% of the conversion price of the Convertible Notes on (i) each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such redemption notice. In addition, the Company will have the right to redeem all, but not less than all, of the Convertible Notes if certain changes in tax law occur. The redemption price will be equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The Company expects to use the net proceeds from the offering to repurchase a portion of the Company’s existing 2.625% convertible senior notes due 2024 (the “Existing Convertible Notes”) from a limited number of holders in privately negotiated transactions, and the remainder of the net proceeds for general corporate purposes.
Holders of the Existing Convertible Notes that are repurchased in the concurrent private repurchases described above may purchase the Company’s common shares in the open market to unwind any hedge positions they may have with respect to the Existing Convertible Notes or, if they purchase Convertible Notes in the offering, may increase their existing or enter into new hedge positions. The net impact of these activities may negatively affect the trading price of the Company’s common shares.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Convertible Notes or the common shares issuable upon conversion of the Convertible Notes, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offer, if at all, will be made only pursuant to Rule 144A under the Securities Act.
The Convertible Notes and any common shares issuable upon conversion of the Convertible Notes have not been and are not expected to be registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
About Herbalife Nutrition Ltd.
Herbalife Nutrition is a global company that has been changing people’s lives with great nutrition products and a business opportunity for its independent distributors since 1980. The Company offers science-backed products to consumers in 95 markets through entrepreneurial distributors who provide one-on-one coaching and a supportive community that inspires their customers to embrace a healthier, more active lifestyle. Through the Company’s commitment to nourish people, communities and planet, Herbalife Nutrition pledges to achieve 50 million positive impacts – tangible acts of good – by 2030, its 50th anniversary.
Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results or outcomes could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, many of which are beyond our control. Additionally, many of these risks and uncertainties are, and may continue to be, amplified by the COVID-19 pandemic. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in or implied by our forward-looking statements include the following:
We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.
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Media Contact:
Gary Kishner
Senior Director, Media Relations
213.745.0456
Investor Contact:
Eric Monroe
Senior Director, Investor Relations
213.745.0449
Source: Herbalife Nutrition Ltd.