Item 8.01. Other Events.
On May 6, 2021, Herbalife Nutrition Ltd. (the "Company") issued a press release
announcing a proposed offering by its wholly owned subsidiaries HLF Financing
SaRL, LLC and Herbalife International, Inc. of $500 million principal amount of
senior 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. A copy of
the press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
On May 6, 2021, HLF Financing SaRL, LLC and Herbalife International, Inc. issued
a notice of conditional redemption to the holders of all outstanding 7.250%
senior notes due August 2026 (the "2026 Notes"). The 2026 Notes will be redeemed
on May 21, 2021 (the "Redemption Date") at a redemption price equal to the sum
of $400 million (100% of the aggregate principal amount of the 2026 Notes being
redeemed), plus the Applicable Premium (as defined in the indenture governing
the 2026 Notes), plus accrued and unpaid interest thereon to the Redemption
Date. On and after the Redemption Date, interest will cease to accrue on the
2026 Notes and the 2026 Notes will cease to be outstanding. The redemption is
conditioned upon completion of an offering of at least $425 million aggregate
principal amount of notes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release issued by Herbalife Nutrition Ltd. on May 6, 2021.
104 Cover Page Interactive Data File - The cover page from the Company's
Current Report on Form 8-K filed on May 6, 2021 is formatted in Inline
XBRL (included as Exhibit 101).
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