Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.8.0.1
Subsequent Events
9 Months Ended
Sep. 30, 2017
Subsequent Events [Abstract]  
Subsequent Events

14. Subsequent Events

In October 2017, the Company completed its modified Dutch auction tender offer and then subsequently paid cash to repurchase a total of approximately 6.7 million of its common shares at an aggregate cost of approximately $457.8 million, or $68.00 per share. The Company’s cash and cash equivalents and total shareholders’ equity at September 30, 2017, have been subsequently reduced by $457.8 million during the fourth quarter of 2017, as a result of this Dutch auction tender offer transaction.  In connection with the tender offer, the Company also provided a non-transferable contractual contingent value right, or CVR, for each share tendered, allowing participants in the tender offer to receive a contingent cash payment in the event Herbalife is acquired in a going-private transaction (as defined in the CVR Agreement) within two years of the commencement of the tender offer.  The initial fair value of the CVR was $7.3 million, which will be recorded as a liability in the fourth quarter with a corresponding decrease to shareholders’ equity.  Subsequent changes in the fair value of the CVR liability are then recognized within the Company's consolidated balance sheet with corresponding gains or losses being recognized in non-operating expense (income) within the Company's condensed consolidated statements of income during each reporting period until the CVR expires in August 2019 or is terminated due to a going-private transaction.

The following table presents selected pro forma balance sheet data as if the Dutch auction tender offer transaction had been completed and the 6.7 million shares had been repurchased as of September 30, 2017:

 

 

 

September 30,

2017

 

 

Adjustments

 

 

September 30,

2017

 

 

 

As Reported

 

 

 

 

 

 

Pro Forma

 

 

 

(In millions)

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,636.3

 

 

$

(457.8

)

 

$

1,178.5

 

Total assets

 

 

3,422.5

 

 

 

(457.8

)

 

 

2,964.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Other non-current liabilities

 

$

168.1

 

 

$

7.3

 

 

$

175.4

 

Total liabilities

 

 

3,203.5

 

 

 

7.3

 

 

 

3,210.8

 

SHAREHOLDERS’ EQUITY (DEFICIT):

 

 

 

 

 

 

 

 

 

 

 

 

Common shares

 

 

0.1

 

 

 

(0.0

)

 

 

0.1

 

Paid-in capital in excess of par value

 

 

452.0

 

 

 

(40.4

)

 

 

411.6

 

Retained earnings (accumulated deficit)

 

 

240.7

 

 

 

(424.7

)

 

 

(184.0

)

Total shareholders’ equity (deficit)

 

 

219.0

 

 

 

(465.1

)

 

 

(246.1

)

Total liabilities and shareholders’ equity (deficit)

 

$

3,422.5

 

 

$

(457.8

)

 

$

2,964.7