LOS ANGELES, December 05, 2022–(BUSINESS WIRE)–Herbalife Vitamin Ltd. (NYSE: HLF) (the “Firm”) right now introduced that it intends, topic to market and different situations, to supply $250 million mixture principal quantity of convertible senior notes due 2028 (the “Convertible Notes”) in a personal providing to individuals fairly believed to be certified institutional patrons pursuant to Rule 144A beneath the Securities Act of 1933, as amended (the “Securities Act”). As well as, the Firm expects to grant the preliminary purchasers of the Convertible Notes an choice to buy, for settlement inside a interval of 13 days from, and together with, the date the Convertible Notes are first issued, as much as a further $37.5 million principal quantity of Convertible Notes.
Closing phrases of the Convertible Notes, together with the preliminary conversion value, rate of interest and sure different phrases of the Convertible Notes can be decided on the time of pricing. The Convertible Notes can be senior, unsecured obligations of the Firm, and are anticipated to pay curiosity semiannually. Upon conversion, the Convertible Notes can be settled in money and, if relevant, the Firm’s widespread shares, primarily based on a conversion price to be decided on the pricing of the Convertible Notes. The Convertible Notes will mature on June 15, 2028, until redeemed, repurchased or transformed in accordance with their phrases previous to such date. Previous to March 15, 2028, the Convertible Notes can be convertible solely upon the incidence of sure occasions and through sure intervals, and thereafter, at any time till the second scheduled buying and selling day instantly previous the maturity date.
The Convertible Notes can be redeemable, in entire or partially, on the Firm’s possibility at any time, and now and again, on or after June 15, 2026, however provided that the final reported sale value per widespread share exceeds 130% of the conversion value of the Convertible Notes on (i) every of a minimum of 20 buying and selling days (whether or not or not consecutive) through the 30 consecutive buying and selling days ending on, and together with, the buying and selling day instantly earlier than the date the Firm sends the associated redemption discover; and (ii) the buying and selling day instantly earlier than the date the Firm sends such redemption discover. As well as, the Firm can have the fitting to redeem all, however not lower than all, of the Convertible Notes if sure adjustments in tax legislation happen. The redemption value can be equal to the principal quantity of the Convertible Notes to be redeemed, plus accrued and unpaid curiosity, if any, to, however excluding, the redemption date.
The Firm expects to make use of the web proceeds from the providing to repurchase a portion of the Firm’s current 2.625% convertible senior notes due 2024 (the “Current Convertible Notes”) from a restricted variety of holders in privately negotiated transactions, and the rest of the web proceeds for normal company functions.
Holders of the Current Convertible Notes which might be repurchased within the concurrent personal repurchases described above could buy the Firm’s widespread shares within the open market to unwind any hedge positions they could have with respect to the Current Convertible Notes or, in the event that they buy Convertible Notes within the providing, could improve their current or enter into new hedge positions. The online influence of those actions could negatively have an effect on the buying and selling value of the Firm’s widespread shares.
This press launch is neither a proposal to promote nor a solicitation of a proposal to purchase the Convertible Notes or the widespread shares issuable upon conversion of the Convertible Notes, nor shall there be any sale of those securities in any state or jurisdiction during which such a proposal, solicitation or sale can be illegal previous to the registration or qualification beneath the securities legal guidelines of any such state or jurisdiction. Any provide, if in any respect, can be made solely pursuant to Rule 144A beneath the Securities Act.
The Convertible Notes and any widespread shares issuable upon conversion of the Convertible Notes haven’t been and aren’t anticipated to be registered beneath the Securities Act, or the securities legal guidelines of another jurisdiction, and is probably not supplied or offered in the USA absent registration or an relevant exemption from registration necessities.
About Herbalife Vitamin Ltd.
Herbalife Vitamin is a world firm that has been altering folks’s lives with nice diet merchandise and a enterprise alternative for its impartial distributors since 1980. The Firm presents science-backed merchandise to customers in 95 markets via entrepreneurial distributors who present one-on-one teaching and a supportive neighborhood that conjures up their clients to embrace a more healthy, extra lively way of life. By means of the Firm’s dedication to nourish folks, communities and planet, Herbalife Vitamin pledges to realize 50 million constructive impacts – tangible acts of excellent – by 2030, its fiftieth anniversary.
Ahead-Trying Statements
This launch comprises “forward-looking statements” throughout the which means of the secure harbor provisions of the Non-public Securities Litigation Reform Act of 1995. Though we consider that the expectations mirrored in any of our forward-looking statements are affordable, precise outcomes or outcomes may differ materially from these projected or assumed in any of our forward-looking statements. Our future monetary situation and outcomes of operations, in addition to any forward-looking statements, are topic to vary and to inherent dangers and uncertainties, lots of that are past our management. Moreover, many of those dangers and uncertainties are, and should proceed to be, amplified by the COVID-19 pandemic. Essential elements that would trigger our precise outcomes, efficiency and achievements, or business outcomes to vary materially from estimates or projections contained in or implied by our forward-looking statements embody the next:
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the potential impacts of the COVID-19 pandemic and present world financial situations, together with inflation, on us; our Members, clients, and provide chain; and the world financial system;
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our potential to draw and retain Members;
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our relationship with, and our potential to affect the actions of, our Members;
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our noncompliance with, or improper motion by our workers or Members in violation of, relevant U.S. and overseas legal guidelines, guidelines, and laws;
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antagonistic publicity related to our Firm or the direct-selling business, together with our potential to consolation {the marketplace} and regulators relating to our compliance with relevant legal guidelines;
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altering client preferences and calls for and evolving business requirements, together with with respect to local weather change, sustainability, and different environmental, social, and governance, or ESG, issues;
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the aggressive nature of our enterprise and business;
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authorized and regulatory issues, together with regulatory actions regarding, or authorized challenges to, our merchandise or community advertising program and product legal responsibility claims;
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the Consent Order entered into with the FTC, the consequences thereof and any failure to conform therewith;
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dangers related to working internationally and in China;
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our potential to execute our development and different strategic initiatives, together with implementation of our transformation program and elevated penetration of our current markets;
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any materials disruption to our enterprise brought on by pure disasters, different catastrophic occasions, acts of warfare or terrorism, together with the warfare in Ukraine, cybersecurity incidents, pandemics, and/or different acts by third events;
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our potential to adequately supply components, packaging supplies, and different uncooked supplies and manufacture and distribute our merchandise;
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our reliance on our info expertise infrastructure;
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noncompliance by us or our Members with any privateness legal guidelines, guidelines, or laws or any safety breach involving the misappropriation, loss, or different unauthorized use or disclosure of confidential info;
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contractual limitations on our potential to broaden or change our direct-selling enterprise mannequin;
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the sufficiency of our emblems and different mental property;
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product focus;
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our reliance upon, or the loss or departure of any member of, our senior administration group;
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restrictions imposed by covenants within the agreements governing our indebtedness;
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dangers associated to our convertible notes;
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adjustments in, and uncertainties regarding, the appliance of switch pricing, revenue tax, customs duties, worth added taxes, and different tax legal guidelines, treaties, and laws, or their interpretation;
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our incorporation beneath the legal guidelines of the Cayman Islands; and
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share value volatility associated to, amongst different issues, speculative buying and selling and sure merchants shorting our widespread shares.
We don’t undertake any obligation to replace or launch any revisions to any forward-looking assertion or to report any occasions or circumstances after the date hereof or to replicate the incidence of unanticipated occasions, besides as required by legislation.
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Contacts
Media Contact:
Gary Kishner
Senior Director, Media Relations
213.745.0456
Investor Contact:
Eric Monroe
Senior Director, Investor Relations
213.745.0449
