THE ANGEL–(BUSINESS WIRE) – Herbalife Nutrition Ltd. (NYSE: HLF) (the “Company”), a global nutrition company, announced today that HLF Financing SaRL, LLC and Herbalife International, Inc., each a wholly owned subsidiary of the company, intend to make an offer, subject to market and other conditions a total of $ 500 million in principal of senior notes (the “Notes”) in a private offering to persons believed to be qualified institutional buyers under Rule 144A of the Securities Act of 1933 as amended (the “Securities Act”) and outside the US to non-US persons under Regulation S of the Securities Act.
The Company expects that it will use the net proceeds from the Offering to repay all outstanding 7.250% senior notes maturing in 2026 for general corporate purposes, including share buybacks and other capital investment projects, and related fees and expenses to pay.
This press release is not an offer to sell or the solicitation of an offer to buy the Notes, nor may a sale of the Notes take place in any state or jurisdiction in which such offer, solicitation or sale may be made prior to registration would be unlawful or qualify under the securities laws of such state or jurisdiction. Any offer, if at all, will only be made pursuant to Rule 144A of the Securities Act and outside the United States by reference to Regulation S of the Securities Act. The Notes have not been and will not 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 without 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 since 1980 with great nutritional products and a proven business opportunity for its independent distributors. The company offers high quality, science-based products sold in over 90 countries by entrepreneurial distributors, individual coaching and a supportive community that inspires their customers to adopt healthier, more active lifestyles. Through the company’s global campaign to eradicate hunger, Herbalife Nutrition is also committed to providing nutrition and education to communities around the world.
Forward-Looking Statements
This press 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 contained in 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 position, results of operations and forward-looking statements are subject to change and inherent risks and uncertainties, many of which are beyond our control. In addition, many of these risks and uncertainties are and will be compounded by the COVID-19 pandemic. Important factors that could cause our actual results, performance and accomplishments or industry results to differ materially from the estimates or projections contained in or implied in our forward-looking statements include:
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the potential impact of the COVID-19 pandemic on us; our members, customers and supply chain; and the world economy;
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our ability to attract and retain members;
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our relationship with and our ability to influence the actions of our members;
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our failure to comply or improper act by our employees or members in violation of applicable US and foreign laws, rules and regulations;
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negative publicity related to our business or the direct selling industry, including our ability to comfort the market and regulators regarding compliance with applicable laws;
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changing consumer preferences and requirements;
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the competitive nature of our business and industry;
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legal and regulatory matters, including regulatory actions relating to or legal challenges relating to our products or our network marketing program and product liability claims;
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the Consent Ordinance concluded with the FTC, its effects and any non-compliance;
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Risks associated with international and Chinese activities;
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our reliance on increased penetration of existing markets;
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any material disruption to our business due to natural disasters, other catastrophic events, acts of war or terrorism, cybersecurity incidents, pandemics and / or other acts of third parties;
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Failure by us or our members to comply with any privacy law, rule, or regulation, or any security breach that may result in the misappropriation, loss, or other unauthorized use or disclosure of confidential information;
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contractual restrictions on our ability to expand or change our direct selling business model;
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our trust in our information technology infrastructure and production facilities as well as in those of our external manufacturers;
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the sufficiency of our trademarks and other intellectual property;
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Product concentration;
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our trust in or the loss or departure of a member of our senior management team;
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Restrictions imposed by covenants in our indebtedness agreements;
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Risks associated with our convertible bonds;
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Changes and uncertainties regarding the application or interpretation of transfer pricing, duties, value added taxes and other tax laws, contracts and regulations;
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our incorporation under the laws of the Cayman Islands; and
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The volatility of the stock price was related to speculative trading and certain traders short of our common stock, among other things.
We undertake no obligation to update or release changes in forward-looking statements or to report events or circumstances after the date of this document or to reflect the occurrence of unexpected events, except as required by law.
