Item 1.01. Entry into a Material Definitive Agreement.

On March 19, 2020, Herbalife Nutrition Ltd., a Cayman Islands exempted limited liability company ("Herbalife Nutrition"), HLF Financing SaRL, LLC, an indirect wholly-owned subsidiary of Herbalife Nutrition ("HLF Financing"), Herbalife International, Inc., an indirect wholly-owned subsidiary of Herbalife Nutrition ("HII"), and Herbalife International Luxembourg S.à R.L., an indirect wholly-owned subsidiary of Herbalife Nutrition ("HIL" and, collectively with Herbalife Nutrition, HLF Financing and HII, the "Borrowers"), certain subsidiaries of the Borrowers party thereto as guarantors, the lenders party thereto, and Coöperatieve Rabobank U.A., New York Branch as administrative agent for the Lenders under the term loan A facility and revolving credit facility ("Rabobank"), entered into a second amendment (the "Second Amendment") to the Credit Agreement dated as of August 16, 2018 among the Borrowers, the lenders party thereto, Jefferies Finance LLC, administrative agent for the Lenders under the term loan B facility and as collateral agent, and Rabobank (the "Credit Agreement"). The Second Amendment increased the borrowing capacity under the revolving facility from $250 million to $282.5 million and the term loan A facility from approximately $234.3 million to approximately $264.8 million, in each case with a final maturity in March 2025. Loans made under the revolving facility and the term loan A facility will bear interest at a rate based on the London Interbank Offered Rate (LIBOR) plus a margin of 2.50%. The commitment fee applicable to the undrawn portion of the revolving facility is 0.35%, a reduction of 0.15%. No changes were made to the existing financial covenants as a result of the Second Amendment.

The foregoing summary of the Second Amendment is not complete and is qualified in its entirety by reference to the complete text of the Second Amendment a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.




  10.1        Second Amendment to Credit Agreement, dated as of March 19, 2020, by
            and among HLF Financing SaRL, LLC, Herbalife Nutrition Ltd., Herbalife
            International Luxembourg S.à R.L., Herbalife International, Inc., the
            several banks and other financial institutions or entities from time to
            time party thereto as lenders and Coöperatieve Rabobank U.A., New York
            Branch as administrative agent for the Term Loan A Lenders and Revolving
            Credit Lenders.

  104       Cover Page Interactive Data File - The cover page from the Company's
            Current Report on Form 8-K filed on March 19, 2020 is formatted in
            Inline XBRL (included as Exhibit 101).

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