Herbalife Ltd. announced the closing of the previously announced private 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 12.25% senior secured notes due in April 2029 (?2029 Secured Notes?). In addition, the Company entered into a $400 million senior secured Term Loan B facility maturing in April 2029 (?Amended Term Loan B?) and a $400 million senior secured revolving credit facility due in April 2028 (?Amended Revolving Credit Facility?) to amend and refinance its 2018 senior secured credit facility. The Company will use the proceeds from these transactions to repay all amounts outstanding under its 2018 Term Loan A, 2018 Term Loan B and 2018 Revolving Credit Facility, to redeem $300 million of the $600 million aggregate principal amount of its 7.875% Senior Notes due 2025 at a price of 101.969% and pay related fees and expenses.

Any remaining proceeds will be used for general corporate purposes. The 2029 Secured Notes were issued at a price to the public of 97.298% of par and are non-callable for two years. The 2029 Secured Notes have a fixed annual interest rate of 12.25%, which will be paid semi-annually on April 15 and October 15 of each year, commencing in October 2024.

The Amended Term Loan B bears interest at a per annum rate equal to the Secured Overnight Financing Rate (?SOFR?) plus 6.75% and was issued at a price of 93% of the face amount. The Amended Term Loan B requires quarterly payments equal to 5.0% per annum, commencing in September 2024. The Amended Revolving Credit Facility will initially bear interest at a per annum rate equal to SOFR plus 6.25% and will fluctuate depending on the Company?s Total Leverage Ratio at a spread ranging from SOFR plus 5.5% to SOFR plus 6.5%.

Total Leverage Ratio is defined as consolidated total debt to consolidated EBITDA as calculated under the amended credit facility. The Amended Revolving Credit Facility requires the Company to maintain a maximum Total Leverage Ratio of 4.50x through December 31, 2024, stepping down to 4.25x at March 31, 2025 and 4.00x at September 30, 2025. The financial covenants also include a maximum first lien net leverage ratio of 2.5x, a minimum fixed charge coverage ratio of 2.0x, and a minimum liquidity coverage of $200 million of revolver availability and accessible cash.

The 2029 Secured Notes and amended credit facilities will be guaranteed on a senior secured basis by the Company and certain of its domestic and foreign subsidiaries. This press release is neither an offer to sell nor a solicitation of an offer to buy the 2029 Secured Notes, nor shall there be any sale of the 2029 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 outside the United States in reliance on Regulation S under the Securities Act.

The 2029 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.