Item 1.01 Entry into a Material Definitive Agreement.
On January 3, 2021, Herbalife Nutrition Ltd. (the "Company") entered into a
stock purchase agreement (the "Purchase Agreement") with Mr. Carl C. Icahn and
certain of his affiliates (collectively, the "Icahn Parties") pursuant to which
the Company agreed to purchase from certain of the Icahn Parties an aggregate of
12,486,993 common shares of the Company, par value $0.0005 per share (the
"Common Shares"), at a price per Common Share of $48.05, the closing price of a
Common Share on the New York Stock Exchange on December 31, 2020, the last
trading day prior to the execution of the Purchase Agreement, or an aggregate
purchase price of approximately $600 million. The Company intends to fund the
transaction from cash on hand and approximately $150 million in borrowings under
its revolving credit facility. The transactions contemplated by the Purchase
Agreement are expected to close no later than January 7, 2021.
The Second Amended and Restated Support Agreement dated July 15, 2016, between
the Company and the Icahn Parties (the "Support Agreement") will terminate in
accordance with its terms following the closing of the transactions contemplated
by the Purchase Agreement.
The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the Purchase Agreement, a copy of which is filed herewith as exhibit 10.1 and is
incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On January 3, 2021, in accordance with the terms of the Support Agreement and in
connection with the transactions contemplated by the Purchase Agreement, each of
Messrs. Jonathan Christodoro, Hunter C. Gary, Nicholas Graziano, Jesse A. Lynn
and James L. Nelson, the five director designees previously nominated by the
Icahn Parties pursuant to the Support Agreement, resigned from the Company's
board of directors and from each committee of the board on which he serves,
effective immediately. The resignations did not result from any disagreement
with the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Purchase Agreement dated January 3, 2021 by and between the Company and
the Icahn Parties.
104 Cover Page Interactive Data File - The cover page from the Company's
Current Report on Form 8-K filed on January 3, 2021 is formatted in Inline
XBRL (included as Exhibit 101).
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