Herbalife Nutrition Announces Proposed Offering of $400 Million Aggregate Principal Amount of Senior Notes to Refinance Amoun...
06 August 2018 - 12:30PM
Business Wire
Herbalife Nutrition Ltd. (NYSE: HLF) (the “Company”) today
announced that HLF Financing SaRL, LLC and Herbalife International,
Inc., each a wholly owned subsidiary of the Company, intend,
subject to market and other conditions, to offer $400 million
aggregate principal amount of senior notes due 2026 (the “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”), and
outside the United States to non-U.S. persons pursuant to
Regulation S under the Securities Act.
The Company expects to use the net proceeds from this offering,
together with borrowings under a new senior secured credit
facility, to refinance all amounts outstanding under its existing
senior secured credit facilities and to pay related fees and
expenses. Any remaining net proceeds will be used for general
corporate purposes.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the Notes, nor shall there be any
sale of the Notes 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 and outside the
United States in reliance on Regulation S under the Securities Act.
The 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 nutrition company that sells
weight-management, targeted nutrition, energy and sports and
fitness and outer nutrition care products exclusively to and
through dedicated Herbalife Nutrition Independent Members in more
than 90 countries. The Company has over 8,000 employees worldwide,
and its shares are traded on the New York Stock
Exchange (NYSE: HLF) with net sales of approximately $4.4
billion in 2017. The Company supports the Herbalife
Nutrition Foundation (HNF) and its Casa
Herbalife programs to help bring good nutrition to children in
need.
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 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, such as those disclosed or
incorporated by reference in our filings with the Securities
and Exchange Commission. Important factors that could cause our
actual results, performance and achievements, or industry results
to differ materially from estimates or projections contained in our
forward-looking statements include, among others, the
following:
- our relationship with, and our ability
to influence the actions of, our Members;
- improper action by our employees or
Members in violation of applicable law;
- adverse publicity associated with our
products or network marketing organization, including our ability
to comfort the marketplace and regulators regarding our compliance
with applicable laws;
- changing consumer preferences and
demands;
- the competitive nature of our
business;
- regulatory matters governing our
products, including potential governmental or regulatory actions
concerning the safety or efficacy of our products and network
marketing program, including the direct selling markets in which we
operate;
- legal challenges to our network
marketing program;
- the consent order entered into with
the FTC, the effects thereof and any failure to comply
therewith;
- risks associated with operating
internationally and the effect of economic factors, including
foreign exchange, inflation, disruptions or conflicts with our
third party importers, pricing and currency devaluation risks,
especially in countries such as Venezuela;
- uncertainties relating to
interpretation and enforcement of legislation
in China governing direct selling and
anti-pyramiding;
- our inability to obtain the necessary
licenses to expand our direct selling business in China;
- adverse changes in the Chinese
economy;
- our dependence on increased penetration
of existing markets;
- any material disruption to our business
caused by natural disasters, other catastrophic events, acts of war
or terrorism, or cyber-security incidents;
- contractual limitations on our ability
to expand our business;
- our reliance on our information
technology infrastructure and outside manufacturers;
- the sufficiency of our trademarks and
other intellectual property rights;
- product concentration;
- our reliance upon, or the loss or
departure of any member of, our senior management team which could
negatively impact our Member relations and operating results;
- U.S. and foreign laws and
regulations applicable to our international operations;
- uncertainties relating to the United
Kingdom's vote to exit from the European Union;
- restrictions imposed by covenants in
our credit facility;
- risks related to the notes;
- uncertainties relating to the
application of transfer pricing, duties, value added taxes, and
other tax regulations, and changes thereto;
- changes in tax laws, treaties or
regulations, or their interpretation;
- taxation relating to our Members;
- product liability claims;
- our incorporation under the laws of
the Cayman Islands;
- whether we will purchase any of our
shares in the open markets or otherwise; and
- share price volatility related to,
among other things, speculative trading and certain traders
shorting our common shares.
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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version on businesswire.com: https://www.businesswire.com/news/home/20180806005242/en/
Herbalife Nutrition Ltd.Media Contact:Jennifer Butler,
213.745.0420VP, Media RelationsorInvestor Contact:Eric Monroe,
213.745.0449Director, Investor Relations
Herbalife (NYSE:HLF)
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