UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 10, 2021, Herbalife Nutrition Ltd., a Cayman Islands exempted company incorporated with limited liability (“Herbalife Nutrition”), HLF Financing SaRL, LLC, an indirect wholly-owned subsidiary of Herbalife Nutrition (“HLF Financing”), Herbalife International, Inc., an indirect wholly-owned subsidiary of Herbalife Nutrition (“HII”), and Herbalife International Luxembourg S.à R.L., an indirect wholly-owned subsidiary of Herbalife Nutrition (“HIL” and, collectively with Herbalife Nutrition, HLF Financing and HII, the “Borrowers”), certain subsidiaries of the Borrowers party thereto as guarantors, the lenders party thereto, and Jefferies Finance LLC, as administrative agent for the lenders under the term loan B facility and as collateral agent (“Jefferies”), entered into a third amendment (the “Third Amendment”) to the Credit Agreement dated as of August 16, 2018 among the Borrowers, the lenders party thereto, Jefferies, and Coöperatieve Rabobank U.A., New York Branch, as administrative agent for the lenders under the term loan A facility and the revolving credit facility (the “Credit Agreement”). Pursuant to the Third Amendment, among other things, the interest rate for borrowings under the term loan B facility under the Credit Agreement will be reduced to either the eurocurrency rate plus a margin of 2.50%, or the base rate plus a margin of 1.50%.
The foregoing summary of the Third Amendment is not complete and is qualified in its entirety by reference to the complete text of the Third Amendment a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 8.01. | Other Events. |
The 2021 Annual General Meeting of Shareholders of Herbalife Nutrition will be held on April 28, 2021.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 | Third Amendment to Credit Agreement, dated as of February 10, 2021, by and among HLF Financing SaRL, LLC, Herbalife Nutrition Ltd., Herbalife International Luxembourg S.à R.L., Herbalife International, Inc., Herbalife Nutrition’s subsidiaries party thereto as subsidiary guarantors, the several banks and other financial institutions or entities party thereto as lenders and Jefferies Finance LLC, as administrative agent for the Term Loan B Lenders and collateral agent. | |
| 104 | Cover Page Interactive Data File – The cover page from the Company’s Current Report on Form 8-K filed on February 11, 2021 is formatted in Inline XBRL (included as Exhibit 101). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Herbalife Nutrition Ltd. | ||||||
| February 11, 2021 |
By: | /s/ Alexander Amezquita | ||||
| Name: | Alexander Amezquita | |||||
| Title: | Chief Financial Officer | |||||