Herbalife Nutrition Announces Pricing of $250 Million Aggregate Principal Amount of Convertible Senior Note Offering
Herbalife Nutrition Ltd. (NYSE: HLF) (the “Company”) today announced the pricing of its offering of $250 million aggregate principal amount of convertible senior notes due 2028 (the “Convertible 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”). The Convertible Notes will pay interest semiannually at a rate of 4.25% per annum and upon conversion, the Convertible Notes will be settled in cash and, if applicable, the Company’s common shares, based on the applicable conversion rate at such time. In addition, the Company granted the initial purchasers of the Convertible Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Convertible Notes are first issued, up to an additional $37.5 million principal amount of Convertible Notes.
The Convertible Notes have an initial conversion rate of 58.8998 common shares per $1,000 principal amount of the Convertible Notes (which is equal to an initial conversion price of approximately $16.98 per common share), representing an initial conversion premium of approximately 30% above the last reported sale price of $13.06 per common share on December 6, 2022. The Convertible Notes will mature on June 15, 2028, unless redeemed, repurchased or converted in accordance with their terms prior to such date. Prior to March 15, 2028, the Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity date. The Company expects to close the sale of the Convertible Notes on or about December 9, 2022, subject to the satisfaction of various customary closing conditions.
The Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after June 15, 2026, but only if the last reported sale price per common share exceeds 130% of the conversion price of the Convertible Notes on (i) each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such redemption notice. In addition, the Company will have the right to redeem all, but not less than all, of the Convertible Notes if certain changes in tax law occur. The redemption price will be equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.