FIRST SUPPLEMENTAL INDENTURE
Exhibit 4.4
FIRST SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 1, 2021, among Herbalife Nutrition Ltd., a Cayman Islands exempted company incorporated with limited liability (formerly known as Herbalife Ltd.) (the “Issuer”), and U.S. Bank National Association, as successor to MUFG Union Bank, N.A., a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (as supplemented and in effect, the “Indenture”), dated as of March 23, 2018 providing for the issuance of 2.625% Convertible Senior Notes due 2024 (the “Notes”);
WHEREAS, pursuant to Section 8.01(f) of the Indenture, the Company and the Trustee may supplement the Indenture without the consent of any Holder of the Notes to irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect any settlement method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 4.03 of the Indenture;
WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been complied with; and
WHEREAS, all things necessary to make this Supplemental Indenture a valid supplement to the Indenture pursuant to its terms and the terms of the Indenture have been done.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree as follows:
[Signature Page to Supplemental Indenture]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
By /s/Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Treasurer
[Signature Page to Supplemental Indenture]
U.S. BANK NATIONAL ASSOCIATION
as Trustee
By: /s/ Xxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Authorized Signatory
[Signature Page to Supplemental Indenture]
NOTICE OF FIRST SUPPLEMENTAL INDENTURE HERBALIFE NUTRITION LTD.
2.625% Convertible Senior Notes due 2024 Aggregate Principal Amount: $550,000,000 Maturity Date: March 15, 2024
CUSIP: 42703M AD5; ISIN No. US42703MAD56*
NOTICE IS HEREBY GIVEN, pursuant to Section 8.03 of the Indenture (the “Indenture”), dated as of March 23, 2018, between Herbalife Nutrition Ltd. (formerly known as Herbalife Ltd.) (the “Company”) and U.S. Bank National Association, as successor to MUFG Union Bank, N.A., a national banking association, as trustee (the “Trustee”), that on December 1, 2021, the Company and the Trustee entered into the First Supplemental Indenture (the “Supplemental Indenture”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Indenture.
Pursuant to the Supplemental Indenture, the Company irrevocably elected (i) to eliminate the Company’s right to elect Physical Settlement as the Settlement Method on any conversion of Notes that occurs on or after the date of the Supplemental Indenture and (ii) that, with respect to any Combination Settlement for a conversion of Notes, the Specified Dollar Amount per $1,000 principal amount of the Notes shall be no lower than $1,000.
Date: December 1, 2021
*The CUSIP and ISIN numbers are included solely for the convenience of the Holders of the Notes. Neither the Company nor the Trustee shall be held responsible for the selection or use of the CUSIP number in this Notice, and neither the Company nor the Trustee make any representation as to the correctness or accuracy of the CUSIP or ISIN number listed in this notice or printed on the Notes.
