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HLF > SEC Filings for HLF > Form 8-K on 7-Feb-2014All Recent SEC Filings

Show all filings for HERBALIFE LTD.

Form 8-K for HERBALIFE LTD.


7-Feb-2014

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry into a Material Definitive Agreement.

On February 3, 2013, Herbalife Ltd. (the "Company") entered into an amendment (the "Amendment") to its Credit Agreement, dated as of March 9, 2011, as amended and restated on July 26, 2012, by and among Herbalife International, Inc. ("HII"), the Company, Herbalife International Luxembourg S.a.R.L., certain subsidiaries of HII as guarantors, the lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (the "Credit Facility"). The Amendment became effective upon, among other conditions, the consummation of the issuance of the Company's 2% Senior Convertible Notes due 2019 (the "Notes"). The Amendment makes technical amendments to the indebtedness, asset sale and dividend covenants and the cross-default event of default to accommodate the issuance of the Notes and the capped call option transactions and the prepaid forward share repurchase transactions entered into in connection therewith. The Amendment also increased by 0.50% the highest applicable margin payable by the Company in the event that its consolidated total leverage ratio exceeds 2.50 to 1.00 (which increased applicable margin shall in any event apply until financial statements are delivered for the Company's fiscal quarter ending March 31, 2014) and increased the Company's permitted consolidated total leverage ratio under the Credit Facility.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1    Second Amendment, dated February 3, 2014, to Credit Agreement, dated as of
        March 9, 2011, by and among Herbalife International, Inc. ("HII"),
        Herbalife Ltd., Herbalife International Luxembourg S.a.R.L., certain
        subsidiaries of HII as guarantors, the lenders from time to time party
        thereto, and Bank of America, N.A., as Administrative Agent, Swing Line
        Lender and L/C Issuer.


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