Herbalife (NYSE: HLF) cuts interest with $1.45B senior secured refinancing
Rhea-AI Filing Summary
Herbalife Ltd. completed a major refinancing of its senior secured debt. The company’s subsidiaries issued $800 million of 7.750% senior secured notes due May 2033 and amended their secured credit facility to include a $225 million Term Loan A and a $425 million revolving credit facility, both maturing in April 2031.
Herbalife used proceeds from the new notes, borrowings under the revolving facility and cash to repay $365 million of its 2024 Term Loan B and fully redeem $800 million of 12.250% senior secured notes due 2029, paying a redemption price equal to 106.125% of principal, or approximately $852.8 million. The company expects the overall $1.45 billion refinancing to generate approximately $45 million in annual cash interest savings.
Following the refinancing, approximately $200 million was outstanding under the 2026 revolving credit facility as of April 29, 2026, and the new notes and facilities carry leverage and coverage covenants designed to manage the company’s overall debt levels.
Positive
- Lower borrowing costs and interest savings: The $1.45 billion senior secured refinancing, including $800 million of 7.750% notes due 2033, is expected to generate approximately $45 million in annual cash interest savings, reducing ongoing financing costs.
- Extended debt maturities and simplified structure: Replacing the prior facilities and 12.250% 2029 notes with a 2033 note maturity and 2031 term loan and revolver maturities lengthens Herbalife’s maturity profile and consolidates its secured capital structure.
Negative
- None.
Insights
Herbalife refinances $1.45B of secured debt, lowering interest costs and extending maturities.
Herbalife completed a $1.45 billion senior secured refinancing by issuing $800 million of 7.750% notes due 2033 and replacing its prior credit facility with a $225 million Term Loan A and $425 million revolving credit facility maturing in 2031.
Proceeds, together with cash, repaid $365 million of Term Loan B and fully redeemed $800 million of 12.250% notes due 2029 at 106.125% of principal, or approximately $852.8 million. The company expects approximately $45 million in annual cash interest savings, indicating a materially lower average borrowing cost.
The 2026 credit facility covenants require a maximum total leverage ratio of 4.0x, maximum first lien net leverage ratio of 2.5x and minimum fixed charge coverage of 2.0x, which may help contain future leverage. As of April 29, 2026, approximately $200 million was drawn on the revolving facility, illustrating moderate initial usage.
8-K Event Classification
Key Figures
Key Terms
Senior Secured Notes financial
Revolving Credit Facility financial
Term Loan A financial
total leverage ratio financial
fixed charge coverage ratio financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Senior Secured Notes due 2033
On April 29, 2026, HLF Financing SaRL, LLC (“HLF Financing”) and Herbalife International, Inc. (“HII” and together with HLF Financing, the “Issuers”), each a wholly owned subsidiary of Herbalife Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company”), issued $800 million aggregate principal amount of 7.750% Senior Secured Notes due 2033 (the “Notes”) to certain initial purchasers (the “Offering”). The Notes were offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes are governed by an indenture, dated as of April 29, 2026, among the Issuers, the Company and certain subsidiaries of the Company party thereto as guarantors and Citibank, N.A., as trustee and notes collateral agent (the “Indenture”).
The Notes will bear interest at a rate of 7.750% per year payable semi-annually in arrears in cash on May 1 and November 1 of each year, beginning on November 1, 2026. The Notes will mature on May 1, 2033.
The Notes are jointly and severally, unconditionally guaranteed on a senior secured basis by the Company and its existing and future subsidiaries that are guarantors of the obligations of any domestic borrower under the Company’s senior secured credit facility. The Notes and the related guarantees are the Issuers’ and the guarantors’ senior obligations, and are secured on a first-priority basis by liens on the Collateral (as defined in the Indenture), which is the same collateral that secures the Company’s senior secured credit facility, subject to certain limitations and permitted liens, and are: (i) equal in right of payment with all of the Issuers’ and guarantors’ existing and future senior indebtedness; (ii) equal in priority as to the Collateral owned by the Issuers and guarantors with respect to any obligations of the Issuers and guarantors secured by a first priority lien on the Collateral, including under the Company’s senior secured credit facility; (iii) effectively senior to all existing and future indebtedness of the Issuers and guarantors that is unsecured or secured by junior liens on the Collateral, to the extent of the value of the Collateral owned by the Issuers or such guarantor; (iv) effectively subordinated to all of the Issuers’ and guarantors’ existing and future indebtedness that is secured by liens on assets that do not constitute a part of the Collateral, to the extent of the value of such assets; (v) senior in right of payment to any of the Issuers’ future indebtedness that is, by its terms, expressly subordinated in right of payment to the Notes, and (vi) structurally subordinated to all liabilities of the Company’s subsidiaries (other than the Issuers) that are not guarantors.
At any time prior to May 1, 2029, the Issuers may redeem all or part of the Notes at a redemption price equal to 100% of their principal amount, plus a “make whole” premium as of the redemption date, and accrued and unpaid interest (subject to the rights of holders of record on the relevant record date to receive interest due on the relevant interest payment date). In addition, at any time prior to May 1, 2029, the Issuers may redeem up to 40% of the aggregate principal amount of the Notes with the proceeds of one or more equity offerings, at a redemption price equal to 107.750%, plus accrued and unpaid interest. Furthermore, at any time on or after May 1, 2029, the Issuers may redeem all or part of the Notes at the following redemption prices, expressed as percentages of principal amount, plus accrued and unpaid interest thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the years indicated below:
| Year | Percentage | |||
| 2029 | 103.875 | % | ||
| 2030 | 101.938 | % | ||
| 2031 and thereafter | 100.000 | % | ||
If certain change of control events occur, each holder of Notes will have the right to require the Issuers to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any.
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The Indenture contains customary negative covenants, including, among other things, limitations or prohibitions on restricted payments, incurrence of additional indebtedness, liens, mergers, asset sales and transactions with affiliates. In addition, the Indenture contains customary events of default.
The foregoing summary of the Indenture is not complete and is qualified in its entirety by reference to the complete text of the Indenture, which includes the form of the Note, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
Senior Secured Credit Facility
On April 29, 2026, the Company, HLF Financing, HII, Herbalife International Luxembourg S.à R.L., HBL IHB Operations S.à r.l., certain subsidiaries of the Company party thereto as guarantors, the lenders party thereto, each issuing bank, Citizens Bank, N.A., as collateral agent and Coöperatieve Rabobank U.A., New York Branch (“Rabobank”), as administrative agent for the lenders under the term loan A facility (the “Term A Facility”) and as administrative agent for the revolving credit facility (the “Revolving Credit Facility”), entered into a ninth amendment (the “Amendment”) to the Credit Agreement dated as of August 16, 2018 (as so amended, the “Credit Agreement”).
The Amendment, among other things, refinanced and replaced in full the Company’s existing credit facilities with (i) the Term A Facility, with an aggregate principal amount of $225 million, and (ii) the Revolving Credit Facility, with an aggregate principal amount of $425 million (the refinancings effected pursuant to the Credit Agreement, together with the Offering, the “Refinancings”).
The Term A Facility and Revolving Credit Facility bear interest at, depending on the Company’s total leverage ratio, either the Term SOFR plus a margin of between 2.5% and 3.25%, or the base rate plus a margin of between 1.5% and 2.25%. The base rate represents the highest of the Federal Funds Rate plus 0.50%, one-month Term SOFR plus 1.00%, and the prime rate quoted by The Wall Street Journal, subject to a floor of 1.00%. The Company will pay a commitment fee on the Revolving Credit Facility of, depending on the Company’s total leverage ratio, between 0.25% to 0.35% per annum on the undrawn portion of the Revolving Credit Facility. The Term A Facility and Revolving Credit Facility mature upon the earlier of (i) April 29, 2031, or (ii) December 16, 2027 if the outstanding principal on the Company’s convertible senior notes due 2028 exceeds $250.0 million and the Company exceeds certain leverage ratios as of that date, or (iii) December 1, 2028 if the outstanding principal on the Issuers’ senior notes due 2029 exceeds $300.0 million and the Company exceeds certain leverage ratios as of that date.
The Credit Agreement contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limitations or prohibitions on declaring and paying dividends and other distributions, redeeming and repurchasing certain other indebtedness, loans and investments, additional indebtedness, liens, mergers, asset sales and transactions with affiliates. In addition, the Credit Agreement contains customary events of default. The Term A Facility and Revolving Credit Facility require the Company to maintain a maximum total leverage ratio of 4.00:1.00, a maximum first lien net leverage ratio of 2.50:1.00, and a minimum fixed charge coverage ratio of 2.00:1.00.
Borrowings under the Credit Agreement are jointly and severally, unconditionally guaranteed on a senior secured basis by the Company and certain of its existing and future subsidiaries.
The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the complete text of the Amendment a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
The Company used the net proceeds from the Refinancings, including borrowings under the Revolving Credit Facility, and available cash, to repay the $365 million outstanding principal balance on its prior term loan B facility and to fully redeem the $800 million outstanding principal balance of the Issuers’ 12.250% Senior Secured Notes due 2029 (“2029 Secured Notes”), plus accrued and unpaid interest, and to pay related fees and expenses.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On April 14, 2026, the Issuers issued a conditional notice of full optional redemption to redeem all of the 2029 Secured Notes, conditioned upon the completion of one or more debt financing transactions and the receipt of aggregate gross proceeds by the Issuers of at least $800 million on or before April 29, 2026. The closing of the Offering on April 29, 2026 satisfied the condition precedent set forth in the notice of redemption such that the redemption occurred on April 29, 2026. The 2029 Secured Notes were issued under an Indenture, dated as of April 12, 2024, among HLF Financing, HII, the guarantors party thereto and Citibank, N.A., as trustee and notes collateral agent. The redemption price for the 2029 Secured Notes was equal to 106.125% of the principal amount plus accrued and unpaid interest to, but not including, the redemption date, an aggregate of approximately $852.8 million.
Item 8.01. Other Events.
On April 29, 2026, the Company issued a press release announcing the closing of the Refinancings.
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.
| 4.1 | Indenture, dated as of April 29, 2026 among HLF Financing SaRL, LLC and Herbalife International, Inc., the guarantors party thereto and Citibank, N.A., as trustee and notes collateral agent. |
| 4.2 | Form of Global Note for 7.750% Senior Secured Notes due 2033 (included as Exhibit A to Exhibit 4.1 hereto). |
| 10.1 | Ninth Amendment to Credit Agreement, dated as of April 29, 2026, by and among HLF Financing SaRL, LLC, Herbalife Ltd., Herbalife International Luxembourg S.à R.L., HBL IHB Operations S.à r.l., Herbalife International, Inc., certain of Herbalife Ltd.’s subsidiaries party thereto as subsidiary guarantors, the several banks and other financial institutions or entities party thereto as lenders, Coöperatieve Rabobank U.A., New York Branch, as administrative agent for the Term Loan A Lenders and administrative agent for the Revolving Credit Lenders, and Citizens Bank, N.A., as collateral agent. |
| 99.1 | Press Release issued by Herbalife Ltd. on April 29, 2026. |
| 104 | Cover Page Interactive Data File - The cover page from the Company’s Current Report on Form 8-K filed on May 1, 2026 is formatted in Inline XBRL (included as Exhibit 101). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Herbalife Ltd. | ||
| May 1, 2026 | By: | /s/ John DeSimone |
| Name: | John DeSimone | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
Herbalife Completes $1.45 Billion Senior Secured Refinancing
Strategic Refinancing Expected to Result in Approximately $45 Million in Annual Cash Interest Savings1
LOS ANGELES, April 29, 2026 – Herbalife Ltd. (NYSE: HLF) (the “Company”), a premier health and wellness company, community and platform, today announced the closing of the previously announced private offering by HLF Financing SaRL, LLC and Herbalife International, Inc. (together, the “Issuers”), each a wholly owned subsidiary of the Company, of $800 million aggregate principal amount of 7.750% senior secured notes due in May 2033 (“2033 Secured Notes”). Concurrently with the issuance of the 2033 Secured Notes, the Company amended its 2024 senior secured credit facility (“2024 Credit Facility”). The amendments to the 2024 Credit Facility (as amended, the “2026 Credit Facility”), among other things, refinanced and replaced in full the 2024 Credit Facility with a $225 million senior secured Term Loan A (“2026 Term Loan A”) and a $425 million senior secured revolving credit facility (“2026 Revolving Credit Facility”), both maturing in April 2031.
“We are pleased to have completed this refinancing amid significant market volatility, further improving our capital structure and reinforcing the strength of our balance sheet,” said Chief Financial Officer John DeSimone. “The transaction meaningfully reduces our borrowing costs, is expected to result in approximately $45 million in annual cash interest savings1, extends our maturity profile, and provides additional financial flexibility moving forward.”
The Company used the net proceeds from these transactions, including borrowings under the 2026 Revolving Credit Facility, and available cash, to repay the $365 million outstanding principal balance on its 2024 Term Loan B and to fully redeem the $800 million outstanding principal balance of the Issuers’ 12.250% senior secured notes due 2029 (“2029 Secured Notes”), plus accrued and unpaid interest, and to pay related fees and expenses.
The 2029 Secured Notes were redeemed at 106.125% of principal. No early termination penalties were incurred in connection with the refinancing, other than the call premium reflected in the redemption price of the 2029 Secured Notes. Upon completion of the refinancing transactions, approximately $200 million was outstanding under the 2026 Revolving Credit Facility as of April 29, 2026.
The 2033 Secured Notes were issued at a price to the public of 100.00% of par and are non-callable for three years. The 2033 Secured Notes have a fixed annual interest rate of 7.750%, which will be paid semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2026.
The 2026 Term Loan A was issued at 100.0% of par and requires quarterly payments equal to 5.0% of the aggregate principal amount of the 2026 Term Loan A per annum, commencing with the quarter ending September 30, 2026. The 2026 Term Loan A and 2026 Revolving Credit Facility will initially bear interest at a per annum rate equal to SOFR plus 3.00% and will fluctuate depending on the Company’s total leverage ratio at a spread ranging from SOFR plus 2.50% to SOFR plus 3.25%. Total leverage ratio is defined as consolidated total debt to consolidated EBITDA as calculated under the 2026 Credit Facility.
| 1 | Estimated annual cash interest savings were calculated based on total senior secured debt outstanding as of April 29, 2026, before and after the refinancing, and current applicable interest rates |
The 2026 Term Loan A and 2026 Revolving Credit Facility require the Company to maintain a maximum total leverage ratio of 4.0x, a maximum first lien net leverage ratio of 2.5x and a minimum fixed charge coverage ratio of 2.0x.
The 2033 Secured Notes and 2026 Credit Facility will be guaranteed on a senior secured basis by the Company and certain of its existing and future domestic and foreign subsidiaries.
This press release is neither an offer to sell nor a solicitation of an offer to buy the 2033 Secured Notes, nor shall there be any sale of the 2033 Secured 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 to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The 2033 Secured 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 Ltd.
Herbalife (NYSE: HLF) is a premier health and wellness company, community and platform that has been changing people's lives with great nutrition products and a business opportunity for its independent distributors since 1980. The Company offers science-backed products to consumers in more than 90 markets through entrepreneurial distributors who provide one-on-one coaching and a supportive community that inspires their customers to embrace a healthier, more active lifestyle to live their best life.
For more information, visit https://ir.herbalife.com.
Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management, including for future operations, capital expenditures, or share repurchases; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief or expectation; and any statements of assumptions underlying any of the foregoing or other future events. Forward-looking statements may include, among others, the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “anticipate” or any other similar words.
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Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results or outcomes could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, many of which are beyond our control. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in or implied by our forward-looking statements include the following:
| ● | the potential impacts of current global economic conditions, including inflation, unfavorable foreign exchange rate fluctuations, and tariffs or retaliatory tariffs, on us; our Members, customers, and supply chain; and the world economy; |
| ● | our ability to attract and retain Members; |
| ● | our relationship with, and our ability to influence the actions of, our Members; |
| ● | our noncompliance with, or improper action by our employees or Members in violation of, applicable U.S. and foreign laws, rules, and regulations; |
| ● | adverse publicity associated with our Company or the direct-selling industry, including our ability to comfort the marketplace and regulators regarding our compliance with applicable laws; |
| ● | changing consumer preferences and demands and evolving industry standards, including with respect to climate change, sustainability, and other environmental, social, and governance matters; |
| ● | the competitive nature of our business and industry; |
| ● | legal and regulatory matters, including regulatory actions concerning, or legal challenges to, our products or network marketing program and product liability claims; |
| ● | the Consent Order entered into with the Federal Trade Commission, or FTC, the effects thereof and any failure to comply therewith; |
| ● | risks associated with operating internationally and in China; |
| ● | our ability to execute our growth and other strategic initiatives (such as restructuring efforts, increased market penetration in existing markets, and personalized product and related technology initiatives); |
| ● | the effectiveness and acceptance of new technology-driven initiatives; |
| ● | any material disruption to our business caused by natural disasters, other catastrophic events, acts of war or terrorism, including the wars in Ukraine and the Middle East, cybersecurity incidents, pandemics, and/or other acts by third parties; |
| ● | our ability to adequately source ingredients, packaging materials, and other raw materials and manufacture and distribute our products; |
| ● | our reliance on our information technology infrastructure, and our ability to successfully develop, deploy, and integrate artificial intelligence into our business; |
| ● | noncompliance by us or our Members with any privacy, artificial intelligence and data protection laws, rules, or regulations or any security breach involving the misappropriation, loss, or other unauthorized use or disclosure of confidential information; |
| ● | contractual limitations on our ability to expand or change our direct-selling business model; |
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| ● | the sufficiency of our trademarks and other intellectual property; |
| ● | product concentration; |
| ● | our reliance upon, or the loss or departure of any member of, our senior management team; |
| ● | our ability to integrate and capitalize on acquisition transactions; |
| ● | restrictions imposed by covenants in the agreements governing our indebtedness; |
| ● | risks related to our convertible notes; |
| ● | changes in, and uncertainties relating to, the application of transfer pricing, income tax, customs duties, value added taxes, and other tax laws, treaties, and regulations, or their interpretation; |
| ● | our incorporation under the laws of the Cayman Islands; and |
| ● | share price volatility related to, among other things, speculative trading and certain traders shorting our common shares. |
Additional factors and uncertainties that could cause actual results or outcomes to differ materially from our forward-looking statements are set forth in the Company's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on February 18, 2026, including under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our Consolidated Financial Statements and the related Notes included therein. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.
Forward-looking statements made in this release speak only as of the date hereof. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.
Media Contact:
Miguel Lopez-Najera
Director, Global Corporate Communications
miguellope@herbalife.com
Investor Contact:
Erin Banyas
Vice President, Head of Investor Relations
erinba@herbalife.com
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