Herbalife Announces Pricing of Upsized $800 Million Aggregate Principal Amount of Senior Secured Notes Offering

Herbalife Ltd. (NYSE: HLF) (the “Company”), a global health and wellness company, today announced the upsizing and pricing of the previously announced offering by HLF Financing SaRL, LLC and Herbalife International, Inc., each a wholly owned subsidiary of the Company, of $800 million aggregate principal amount of senior secured notes due 2029 (the “Notes”) at a price to the public of 97.298% of par. The aggregate principal amount of the Notes to be issued in the offering was increased to $800 million from the previously announced amount of $700 million.

The Notes have a fixed annual interest rate of 12.25%, which will be paid semi-annually on April 15 and October 15 of each year, commencing on October 15, 2024. The Notes will be guaranteed on a senior secured basis by each of the Company and the Company’s existing and future subsidiaries that is a guarantor of the obligations of any domestic borrower under the Company’s senior secured credit facility.

The Company expects to use the net proceeds from the offering to repay indebtedness, including borrowings outstanding under the Company’s senior secured credit facility and a portion of the Company’s 7.875% Senior Notes due 2025, to pay related fees and expenses and the remainder for general corporate purposes.

The offering is expected to close on April 12, 2024, subject to customary closing conditions.

This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offer, if at all, will be made only pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in reliance on Regulation S under the Securities Act. The Notes have not been and are not expected to be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.