Herbalife Nutrition Announces Pricing of Upsized $600 Million Senior Notes Offering to Redeem Outstanding Senior Notes
07 Mai 2021 - 3:15PM
Business Wire
Herbalife Nutrition Ltd. (NYSE: HLF) (the “Company”), a global
nutrition company, today announced the upsizing and pricing of the
previously announced offering, by HLF Financing SaRL, LLC and
Herbalife International, Inc., each a wholly owned subsidiary of
the Company, of $600 million aggregate principal amount of senior
notes due 2029 (the “Notes”). The aggregate principal amount of the
Notes to be issued in the offering was increased to $600 million
from the previously announced amount of $500 million.
The Notes have a fixed annual interest rate of 4.875%, which
will be paid semi-annually on June 1 and December 1 of each year,
commencing on December 1, 2021. The Notes will be guaranteed on a
senior unsecured basis by each of the Company and the Company’s
existing and future subsidiaries that is a guarantor of the
obligations of any domestic borrower under the Company’s senior
secured credit facility.
The Company expects to use the net proceeds from the offering to
redeem all outstanding 7.250% senior notes due 2026, for general
corporate purposes, which may include share repurchases and other
capital investment projects, and to pay related fees and
expenses.
The offering is expected to close on May 20, 2021, subject to
customary closing conditions.
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 of 1933, as amended
(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 company that has been changing
people's lives with great nutrition products and a proven business
opportunity for its independent distributors since 1980. The
Company offers high-quality, science-backed products, sold in over
90 countries by 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 global campaign to eradicate hunger, Herbalife Nutrition
is also committed to bringing nutrition and education to
communities around the world.
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, 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:
- the potential impacts of the COVID-19 pandemic on us; our
Members, customers, and supply chain; and the world economy;
- our ability to attract and retain Members;
- our relationship with, and our ability to influence the actions
of, our Members;
- our noncompliance with, or improper action by our employees or
Members in violation of, applicable U.S. and foreign laws, rules,
and regulations;
- adverse publicity associated with our Company or the
direct-selling industry, 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 and industry;
- legal and regulatory matters, including regulatory actions
concerning, or legal challenges to, our products or network
marketing program and product liability claims;
- the Consent Order entered into with the FTC, the effects
thereof and any failure to comply therewith;
- risks associated with operating internationally and in
China;
- 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,
cybersecurity incidents, pandemics and/or other acts by third
parties;
- noncompliance by us or our Members with any privacy laws,
rules, or regulations or any security breach involving the
misappropriation, loss, or other unauthorized use or disclosure of
confidential information;
- contractual limitations on our ability to expand or change our
direct-selling business model;
- our reliance on our information technology infrastructure and
manufacturing facilities and those of our outside
manufacturers;
- the sufficiency of our trademarks and other intellectual
property;
- product concentration;
- our reliance upon, or the loss or departure of any member of,
our senior management team;
- restrictions imposed by covenants in the agreements governing
our indebtedness;
- risks related to our convertible notes;
- changes in, and uncertainties relating to, the application of
transfer pricing, customs duties, value added taxes, and other tax
laws, treaties, and regulations, or their interpretation;
- our incorporation under the laws of the Cayman Islands;
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/20210507005122/en/
Media Contact: Jennifer Butler VP, Media Relations
213.745.0420
Investor Contact: Eric Monroe Senior Director, Investor
Relations 213.745.0449
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