LAKE SUCCESS, N.Y.,
Nov. 15, 2021 /PRNewswire/
-- The Hain Celestial Group, Inc. (Nasdaq: HAIN) ("Hain
Celestial," "Hain" or the "Company"), today announced the closing
of an underwritten secondary offering, pursuant to which certain
affiliates of Engaged Capital, LLC (the "Selling Stockholders")
that had existing ownership interests in Hain sold 12,379,504
shares of Hain common stock. The shares were offered at a price to
the public of $45.50 per share. The
Selling Stockholders received all of the net proceeds from the
offering. Hain did not sell any shares of common stock in the
offering.
Concurrently with the completion of the offering, the Company
repurchased directly from the Selling Stockholders 1,700,000 shares
of common stock. The price per share paid by the Company equaled
the price at which the underwriter purchased the shares from the
Selling Shareholders in the offering, net of underwriting discounts
and commissions, which was $45.00 per
share. The Company funded the share repurchase with borrowings
under its revolving credit facility.
Morgan Stanley acted as the sole underwriter for the
offering.
The Selling Stockholders are co-investment funds managed by
Engaged Capital, LLC ("Engaged Capital") that are mandatorily
winding down pursuant to their terms. Engaged Capital and its
affiliates continue to hold 1,900,792 shares of Hain common stock
following the closing of the offering and the repurchase.
Glenn W. Welling, the Founder and
Chief Investment Officer of Engaged Capital, continues to serve as
a director of the Company after the offering.
Mark L. Schiller, Hain
Celestial's President and Chief Executive Officer, stated, "We
would like to thank Glenn and Engaged Capital for their input and
collaboration over the past several years, and we are delighted
that our relationship with Engaged Capital and Glenn's
contributions as a director will continue. We remain focused on our
Hain 3.0 plan to build a global healthy food and beverage company
with industry-leading top line growth as we continue to create
shareholder value."
The offering was made pursuant to an effective shelf
registration statement (including a prospectus) and a prospectus
supplement relating to the offering filed by Hain with the
Securities and Exchange Commission ("SEC"). You may obtain a copy
of the prospectus supplement, the prospectus included in the
registration statement and the documents incorporated by reference
therein, when available, for free by visiting EDGAR on the SEC
website at www.sec.gov. Copies of the prospectus supplement
for this offering may also be obtained by contacting Morgan Stanley
& Co. LLC, Attention: Prospectus Department, 180 Varick Street,
2nd Floor, New York, New York
10014.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction.
About The Hain Celestial Group, Inc.
The Hain
Celestial Group (Nasdaq: HAIN), headquartered in Lake Success, NY, is a leading organic and
natural products company with operations in North America, Europe, Asia
and the Middle East. Hain
Celestial participates in many natural categories with well-known
brands that include Celestial Seasonings®,
Clarks™, Cully & Sully®, Earth's
Best®, Ella's Kitchen®, Frank Cooper's®, Gale's®,
Garden of Eatin'®, Hain Pure Foods®,
Hartley's®, Health Valley®,
Imagine®, Joya®, Lima®, Linda McCartney's® (under license),
MaraNatha®, Natumi®, New Covent Garden Soup
Co.®, Robertson's®, Rose's® (under
license), Sensible Portions®, Spectrum®,
Sun-Pat®, Terra®, The Greek Gods®,
Yorkshire Provender® and Yves Veggie
Cuisine®. The Company's personal care products are
marketed under the Alba Botanica®, Avalon
Organics®, JASON®, Live Clean® and
Queen Helene® brands.
Safe Harbor Statement
Statements in this press release
regarding the Company that are not historical facts are
"forward-looking statements" that involve risks and uncertainties.
Certain of the risks and uncertainties to which the Company is
subject are described in the "Risk Factors" and "Forward-Looking
Statements" sections of the Company's registration statement on
Form S-3, the "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Information" sections of its most recent annual
report on Form 10-K, its subsequent reports on Forms 10-Q and 8-K
and the Company's other applicable filings with the SEC. The
Company undertakes no obligation to update the information
contained in this press release to reflect subsequently occurring
events or circumstances.
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SOURCE The Hain Celestial Group, Inc.