UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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). | |||
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. | ||||||
| May 6, 2021 | By: | /s/ Alexander Amezquita | ||||
| Name: | Alexander Amezquita | |||||
| Title: | Chief Financial Officer | |||||