Herbalife Completes $1.45 Billion Senior Secured Refinancing (Form 8-K)

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.

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.