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Item 1.01
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Entry into a Material Definitive Agreement.
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Share Repurchase Agreement
On November 9, 2021, The Hain Celestial Group, Inc. (the “Company”) entered into a share repurchase agreement (the “Share Repurchase Agreement”) with Engaged Capital Co-Invest VI, LP, Engaged Capital Co-Invest VI-B, LP, Engaged Capital Co-Invest VI-C, LP, Engaged Capital Co-Invest VI-D, LP and Engaged Capital Co-Invest VI-E, LP (collectively, the “Selling Stockholders”), pursuant to which the Company agreed to repurchase, directly from the Selling Stockholders, 1,700,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The price per share paid by the Company is $45.00, which equals the price at which the Underwriter (as defined below) purchased shares from the Selling Stockholders, net of underwriting commissions and discounts, in an underwritten public offering that launched on November 10, 2021, whereby the Selling Stockholders sold certain other shares of Common Stock (the “Offering”). The share repurchase and the Offering were completed on November 15, 2021. The aggregate price paid by the Company in the share repurchase was $76.5 million, which the Company funded with borrowings under its revolving credit facility.
The description of the Share Repurchase Agreement in this report is qualified in its entirety by reference to the full text of the Share Repurchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
The Offering
On November 15, 2021, the Selling Stockholders completed the sale of 12,379,504 shares of Common Stock in the Offering.
The Offering was made pursuant to (i) an effective Registration Statement on Form S-3ASR (File No. 333-260959) filed by the Company with the Securities and Exchange Commission (the “SEC”) on November 10, 2021, including a related base prospectus dated November 10, 2021, and (ii) a related prospectus supplement dated November 10, 2021 and filed by the Company with the SEC pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended.
In connection with the Offering, on November 10, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, as underwriter (the “Underwriter”), and the Selling Stockholders.
The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and the Selling Stockholders and also provides for customary indemnification by each of the Company, the Selling Stockholders and the Underwriter against certain liabilities.
The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.