Herbalife Nutrition Announces Pricing of Upsized $600 Million Senior Notes Offering to Redeem Outstanding Senior Notes

Herbalife Nutrition Ltd. (NYSE: HLF) (the “Company”), a global nutrition 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 $600 million aggregate principal amount of senior notes due 2029 (the “Notes”). The aggregate principal amount of the Notes to be issued in the offering was increased to $600 million from the previously announced amount of $500 million.

The Notes have a fixed annual interest rate of 4.875%, which will be paid semi-annually on June 1 and December 1 of each year, commencing on December 1, 2021. The Notes will be guaranteed on a senior unsecured 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 redeem all outstanding 7.250% senior notes due 2026, for general corporate purposes, which may include share repurchases and other capital investment projects, and to pay related fees and expenses.

The offering is expected to close on May 20, 2021, 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.

About Herbalife Nutrition Ltd.

Herbalife Nutrition is a global company that has been changing people's lives with great nutrition products and a proven business opportunity for its independent distributors since 1980. The Company offers high-quality, science-backed products, sold in over 90 countries by entrepreneurial distributors who provide one-on-one coaching and a supportive community that inspires their customers to embrace a healthier, more active lifestyle. Through the Company’s global campaign to eradicate hunger, Herbalife Nutrition is also committed to bringing nutrition and education to communities around the world.