Market Overview

Herbalife Nutrition Announces Pricing of $400 Million Aggregate Principal Amount of Senior Note Offering


Herbalife Nutrition Ltd. (NYSE:HLF) (the "Company") today announced the
pricing of the previously announced offering by HLF Financing SaRL, LLC
and Herbalife International, Inc. (the "Issuers"), each a wholly owned
subsidiary of the Company, of $400 million aggregate principal amount of
senior notes due 2026 (the "Notes").

The Notes have a fixed annual interest rate of 7.250%, which will be
paid semi-annually on February 15 and August 15 of each year, commencing
on February 15, 2019. The notes will be guaranteed by Herbalife
Nutrition Ltd., the parent company of the Issuers, and will be
guaranteed on a senior unsecured basis by each of the Company's existing
and future subsidiaries that will guarantee the obligations of the U.S.
domestic borrowers under the Company's new senior secured credit
facilities to be entered into on the issue date of the Notes.

The Company expects to use the net proceeds from this offering, together
with borrowings under the Company's new senior secured credit
facilities, to refinance all amounts outstanding under its existing
senior secured credit facilities and to pay related fees and expenses.
Any remaining net proceeds will be used for general corporate purposes.

The transactions are expected to close on August 16, 2018, 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 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.

About Herbalife Nutrition Ltd.

Herbalife Nutrition is a global nutrition company that sells
weight-management, targeted nutrition, energy and sports and fitness and
outer nutrition care products exclusively to and through dedicated
Herbalife Nutrition Independent Members in more than 90 countries. The
Company has over 8,000 employees worldwide, and its shares are traded on
the New York Stock Exchange (NYSE:HLF) with net sales of approximately
$4.4 billion in 2017. The Company supports the Herbalife Nutrition
Foundation (HNF) and its Casa Herbalife programs to help bring good
nutrition to children in need.


This release contains "forward-looking statements" within the meaning
of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.
 Although we believe that the
expectations reflected in any of our forward-looking statements are
reasonable, actual results 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, such as those disclosed or incorporated by reference
in our filings with the Securities and Exchange Commission. Important
factors that could cause our actual results, performance and
achievements, or industry results to differ materially from estimates or
projections contained in our forward-looking statements include, among
others, the following:

  • our relationship with, and our ability to influence the actions of,
    our Members;
  • improper action by our employees or Members in violation of applicable
  • adverse publicity associated with our products or network marketing
    organization, including our ability to comfort the marketplace and
    regulators regarding our compliance with applicable laws;
  • changing consumer preferences and demands;
  • the competitive nature of our business;
  • regulatory matters governing our products, including potential
    governmental or regulatory actions concerning the safety or efficacy
    of our products and network marketing program, including the direct
    selling markets in which we operate;
  • legal challenges to our network marketing program;
  • the consent order entered into with the FTC, the effects thereof and
    any failure to comply therewith;
  • risks associated with operating internationally and the effect of
    economic factors, including foreign exchange, inflation, disruptions
    or conflicts with our third party importers, pricing and currency
    devaluation risks, especially in countries such as Venezuela;
  • uncertainties relating to interpretation and enforcement of
    legislation in China governing direct selling and anti-pyramiding;
  • our inability to obtain the necessary licenses to expand our direct
    selling business in China;
  • adverse changes in the Chinese economy;
  • our dependence on increased penetration of existing markets;
  • any material disruption to our business caused by natural disasters,
    other catastrophic events, acts of war or terrorism, or cyber-security
  • contractual limitations on our ability to expand our business;
  • our reliance on our information technology infrastructure and outside
  • 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 which could negatively impact our Member
    relations and operating results;
  • U.S. and foreign laws and regulations applicable to our international
  • uncertainties relating to the United Kingdom's vote to exit from
    the European Union;
  • restrictions imposed by covenants in our credit facility;
  • risks related to the notes;
  • uncertainties relating to the application of transfer pricing, duties,
    value added taxes, and other tax regulations, and changes thereto;
  • changes in tax laws, treaties or regulations, or their interpretation;
  • taxation relating to our Members;
  • product liability claims;
  • our incorporation under the laws of the Cayman Islands;
  • whether we will purchase any of our shares in the open markets or
    otherwise; and
  • share price volatility related to, among other things, speculative
    trading and certain traders shorting our common shares.

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.

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