Herbalife (NYSE: HLF) sells $800M 7.75% notes to refinance 2029 debt
Rhea-AI Filing Summary
Herbalife Ltd. announced that two wholly owned subsidiaries priced an offering of $800 million aggregate principal amount of senior secured notes due 2033. The notes carry a fixed annual interest rate of 7.750%, priced at 100% of par, with interest payable semi-annually starting November 1, 2026.
The company plans to use the net proceeds, together with borrowings under its senior secured credit facility and available cash, to repay existing indebtedness, including its senior secured credit facility and the issuers’ 12.250% senior secured notes due 2029, and to cover related fees and expenses. Closing is expected on April 29, 2026, subject to customary conditions.
Positive
- Herbalife is issuing $800 million of 7.750% senior secured notes due 2033 to help repay higher‑coupon 12.250% senior secured notes due 2029, which may lower interest costs and extend its debt maturity profile.
Negative
- None.
Insights
Herbalife refinances costly 2029 debt with a large 2033 secured notes issue.
Herbalife’s subsidiaries are issuing $800 million in senior secured notes due 2033 at a fixed 7.750% coupon. Proceeds, combined with credit facility refinancing and cash, are earmarked to repay existing borrowings, including 12.250% senior secured notes due 2029.
This transaction extends the company’s debt maturity profile and replaces a portion of higher-coupon obligations with lower-coupon secured notes, which may reduce interest expense relative to the refinanced instruments. Actual impact will depend on final borrowing mix under the senior secured credit facility and future operating performance disclosures.
8-K Event Classification
Key Figures
Key Terms
senior secured notes financial
qualified institutional buyers financial
Regulation S regulatory
senior secured credit facility financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On April 15, 2026, Herbalife Ltd. (the “Company”) issued a press release announcing the pricing of an offering by HLF Financing SaRL, LLC and Herbalife International, Inc., each a wholly owned subsidiary of the Company, of $800 million aggregate principal amount of 7.750% senior secured notes due 2033 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”), 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 by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release issued by Herbalife Ltd. on April 15, 2026 announcing the pricing of an offering of $800 million aggregate principal amount of senior secured notes. |
| 104 | Cover Page Interactive Data File - The cover page from the Company’s Current Report on Form 8-K filed on April 15, 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. | ||
| April 15, 2026 | By: | /s/ John DeSimone |
| Name: | John DeSimone | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
Herbalife Announces Pricing of $800 Million Aggregate Principal Amount of Senior Secured Notes Offering
LOS ANGELES, April 15, 2026 – Herbalife Ltd. (NYSE: HLF) (the “Company”), a global health and wellness company, today announced the pricing of the previously announced 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 senior secured notes due 2033 (the “Notes”) at a price to the public of 100.00% of par.
The Notes have a fixed annual interest rate of 7.750%, which will be paid semi-annually on May 1 and November 1 of each year, commencing on November 1, 2026. The Notes will be guaranteed on a senior secured basis by each of the Company and the Company’s existing and future subsidiaries that is a guarantor of the obligations of any domestic borrower under the Company’s senior secured credit facility.
The Company expects to use the net proceeds from the offering, together with proceeds from the refinancing of the Company’s existing senior secured credit facility, including borrowings under its revolving credit facility, and available cash, to repay indebtedness, including borrowings outstanding under the Company’s senior secured credit facility and the Issuers’ 12.250% Senior Secured Notes due 2029, and to pay related fees and expenses.
The offering is expected to close on April 29, 2026, subject to customary closing conditions.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes, nor shall there be any sale of the 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 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. This press release does not constitute a notice of redemption with respect to the Issuers’ 12.250% Senior Secured Notes due 2029.
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.
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.
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; |
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| ● | 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; |
| ● | 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; |
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| ● | 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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