Current Report Filing (8-k)
August 16 2018 - 4:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 16, 2018
Herbalife Nutrition Ltd.
(Exact Name of Registrant as Specified in Charter)
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Cayman Islands
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1-32381
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98-0377871
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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P.O. Box 309GT, Ugland House,
South Church Street, Grand Cayman
Cayman Islands
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KY1-1106
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: c/o
(213) 745-0500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On August 16, 2018, Herbalife Nutrition Ltd. (the Company) issued a press release announcing the closing of a new
$1.25 billion senior secured credit facility, which consists of a $250 million revolving credit facility maturing August 2023, a $250 million term loan A maturing August 2023 and a $750 million term loan B maturing August 2025.
The Company also announced the closing of an offering by its wholly owned subsidiaries HLF Financing SaRL, LLC and Herbalife International, Inc. of $400 million aggregate principal amount of 7.250% senior notes due 2026 in a private offering to
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.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
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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.
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Herbalife Nutrition Ltd.
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August 16, 2018
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By:
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/s/ Henry Wang
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Name:
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Henry Wang
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Title:
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EVP, General Counsel
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