SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 September 7, 2017

Via Email

Jonathan K. Layne
Gibson , Dunn & Crutcher LLP
2029 Century Park East
Los Angeles, CA 90067

Re:  Herbalife Ltd .
Schedule TO-I filed on August 21, 2017
Schedule TO -I/A fi led on August 28, 2017
File No. 005-80216

Dear Mr. Layne :

The staff of  the Office of Mergers and Acquisitions in the Division of Corporation
Finance has conducted a review  of the filing s listed above.  All defined terms have the
same meaning as in your filing s, unless otherwise noted.

Please respond to this letter promptly  by filing an amendment , by providing the
requested information, or by advising us when you will provide the requested response.
If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your re sponse.

After reviewing any amendment and  the information you provide in response to
these comments, we may have additional comments.   In some of our comments, we may
ask you to provide us with information so we may better understand your disclosure.

Schedule TO -I filed August 21 , 2017  – Item 10. Financial Statements

1. Please explain in your response letter why you do not believe that the financial
information showing the pro forma effect of the Offer on the Company is
material.  See Item 1010(b) of Regulation M -A.  In this regard, we note that at the
minimum purchase price of $60.00 per share in the Offer, you would be
repurchasing 10.64% of the total issued and outstanding common s hares.

Jonathan K. Layne , Esq.
Gibson , Dunn & Crutcher  LLP
September 7, 2017
Page 2
 Exhibit 99(A)(1)(A) – Offer to Purchas e

Cover Page

2. Revise the cover page and elsewhere in the Offer to Purchase, where appropriate,
to highlight that tendering s hareholders may only  receive a cash payment if their
tendered shares are purchased and that they should not rely on receiving an
additional payment under the CVRs  when making their investment decisions .

Important

3. You state that shareholders who wish to maximize their chance of having their
tendered shares purchased should check the box  on the Letter of Transmittal
captioned “Shares  Tendered at Cash Price Determined Under the Offer.”  Here
and where similar disclosure appears later in the Offer to Purchase, note that
doing so increases the chances that the Cash Purchase Price will be the lowest
price in the range ($60.00).

What is a CVR?, page 2

4. In your response letter, please provide your analysis as to whether the CVRs to be
issued in exchange for tendered shares in this Offer constitute “securities” within
the meaning of Securities Act Section 2(a)(1) .  To the extent that you are relying
on prior no -action letters regarding contingent value rights, your analysis should
demonstrate that the CVRs comply with the conditions of those letters.

5. In your response letter, tell us how the CVR s compl y with the pr ompt payment
requirements of Rule 13e -4(f)(5) .  Tell us whether the rights that share holders will
receive are enforceable under state law and the Company’s jurisdiction of
incorporation immediately after acceptance of tendered shares .

How will the CVR Payment Amount be calculated?, page 2

6. In an appropriate section of the Offer to Purchase, include additional information
about the CVRs to be issued in exchange for tendered shares, with emphasis on
the fact that the CVRs may not result in any additional value for tendering
holders.  Some matters to be addressed in the expanded disclosure include the
following:

 the risks associate d with the CVRs, including , for example, that a Going
Private Transaction may not occur at all, may occur after the expiration of
the CVRs , or that a sale may be completed at a per share price at or lower
than the Cash Purchase Price in the Offer; and

Jonathan K. Layne , Esq.
Gibson , Dunn & Crutcher  LLP
September 7, 2017
Page 3

 additional details about any fees or expenses that may be deducted from
any CVR payment amount, including the types of fees that c ould be
incurred and their approximate percentage and whether any fees or
expenses would be payable to the Company or its affiliates.

7. Disclose the extent of the obligations that  the Company has under the CVR
Agreement, if any, to engage  in efforts that wo uld result in the culmination of a
Going Private Transaction  during the two -year term of the CVR.

8. Clarify why you include the “in good faith” qualifying language here with respect
to calculating the difference between the value shareholders receive in the Cash
Purchase Price and the Go ing Private Transaction.

9. See our last comment above.  Clearly describe in the Offer to Purchase all of the
possible “adjustments” to the value per share shareholders would receive in any
Going Private Transaction that t he Company may make in setting the Adjusted
Going Private Price Per Share used in calculating the CVR payment amount.
Currently, your disclosure references “such matters as the Company deems
relevant” and “certain other adjustments;” this language does  not provide a clear
basis for understanding how the calculation will be made.

What is a “Going Private Transaction” for purposes of the CVR?, page 2

10. A “going private transaction” for purposes of the federal securities laws is
generally understood to mean  a transaction involving an affiliate of the  issuer or
the issuer itself.  Here and in the corresponding section later in the Offer to
Purchase, clarify that a “Going Private Transaction” for purposes of this Offer and
the CVR s to be issued in exchange for  tendered shares could include  a transaction
with a  non-affiliate of the Company  with the requisite effect of delisting.

Following the Offer, will the  Company continue as a public company?, page 4

11. We note the disclosure here and later in the Offer to Purchase that the Offer will
decrease the Company’s public float and may result in “slightly less liquidity and
trading volume of the shares.”  We note that almost 30% of the shares are
currently held b y officers , directors , and Carl Icahn, all of whom will not tender
into the Offer  and will therefore see an increase in their percentage ownership
after the Offer is completed.  Given the concentrated ownership of these shares,
and the relatively large per centage of shares that will not be tendered into the
Offer, consider revising the characterization of the possible decrease in liquidity
and potential effects of this Offer.

Jonathan K. Layne , Esq.
Gibson , Dunn & Crutcher  LLP
September 7, 2017
Page 4
 If I own fewer  than 100 shares and I tender all of my shares, will I be subject
to proration?, page 6

12. Explain what will happen if odd lot tenders representing more than $600 million
in value are tendered  in this Offer.

What are the U.S. federal income tax consequences if I tender my shares ?, page 7

13. Explain the basis for your char acterization of the tax treatment of the CVRs as
substantially uncertain, given that the Company will assign a value to the CVRs
for accounting purposes.

Does the Company intend to repurchase any share s other  than pursuant to the Offer
during or after the Offer ?, page 8

14. We note the disclosure in the last sentence of this section to the effect that the
Icahn Letter Agreement will permit Carl Icahn to own more than 50% of the
shares if his increased ownership is due to a reduction in the  number of shares
outstanding.   Clarify  that additional  repurchases by the Company could have the
effect of further increasing Mr. Icahn’s percentage ownership stake above the
50% limit.

Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other  Plans, page 15

15. Refer to the disclosure at the bottom of page 16 concerning the effects of the
Offer on the conversion rate of the Company’s existing outstanding 2%
convertible notes under the anti -dilution adjustment provisions  of those securities .
You s tate that the effect of the Offer on the notes would not be known until the
expiration of the Offer.  Expand the disclosure to describe the possible effects of
the Offer, and what they will depend on.  With respect to the parties to the cappe d
call option  transactions having the right to reduce the cap price thereunder as a
result of the Offer, provide further details  about the potential magnitude of the
possible adjustment and what factors that would impact the adjustment.

16. See our last comment above.  Provide the same details with respect to the share
repurchase transactions to which the Company is a party that may be impacted by
the Offer.

Background and Reasons for Including a CVR in the Offer Consideration, page 17

17. You state that “[e]xcept for the f oregoing and as otherwise disclosed in this Offer
to Purchase or the documents incorporated by reference herein, the Company does
not have any plans or proposals and is not currently engaged in any negotiations

Jonathan K. Layne , Esq.
Gibson , Dunn & Crutcher  LLP
September 7, 2017
Page 5
 that relate to or would result in [a list of extraordinary transactions that follows ].”
Specify the documents incorporated by reference where disclosure about this
information appears so that shareh olders can access  it.  Alternatively, delet e this
part of the statement.

18. Furthermore, we note that you qualify your statement that the “Company does not
currently have any plans or proposals and is not currently engaged in any
negotiations” resulting in the enumerated transactions “[e]xcept for the
foregoing.”  Yet, the preceding paragraphs of this sect ion do not indicate any
current plans, proposals, or negotiations and, in fact, specifically state that the
“Company is not engaged in any such discussions.”  Please revise or advise.

Conditions of the Tender Offer, page 25

19. Refer to the disclosure in the first paragraph of this section.  We do not
understand the following disclosure in the parenthetical: “(whether any shares
have theretofore been accepted for payment).”  Please clarify how shares could be
accepted for payment  before the Expiration Time.  Alternatively, revise or delete
this statement.

20. Refer to the condition in the last bullet point on pag e 25.  All Offer conditions
must be clearly described such that shareholders can determine when they are
triggered.  Revis e this Offer condition to specify what “adverse consequences”
could occur  under the Company’s 2% convertible notes, the capped call option
transactions to which the Company is a party, and the forward share repurchase
transactions the Company entered into when the convertible notes were issued
that could trigger this condition.

21. Refer to the second to last Offer condition appearing on page 27.  Revise to
clarify when the Company’s acceptance, purchase or payment of shares pursuant
to the Offer would viol ate or conflict with its Credit Facility or any other existing
credit facility of the Company in place at the time of this Offer.

22. Refer to the disclosure  in the second to last paragraph of this section.  Note that
when an Offer condition is triggered, the Company must promptly amend the
Offer materials to advise shareholders whether it will waive the condition and
proceed with the Offer, or assert the cond ition to terminate it.  We advised you of
this position in an oral comment issued on August 23, 2017 with respect to the
original Offer condition relating to an increase or decrease of 10% or more in
your share price.  Please revise  here in a manner consis tent with this position.

Jonathan K. Layne , Esq.
Gibson , Dunn & Crutcher  LLP
September 7, 2017
Page 6
 Legal Matters; Regulatory Approvals, page 34

23. We note the following disclosure in this section:  “The Offer is currently
scheduled to expire during a Compa ny ‘black -out’ period when our officers and
directors would typically be precluded from buying or  selling common shares.  It
is the Company’s current intention to either disclose updated information that
could be material to a shareholder’s decision of whe ther or not to tender shares in
the Offer shortly before the Expiration Time, or extend the scheduled expiration
of the Offer to a later date and time.”  What is meant by “shortly before the
Expiration Time” (as a period of days ), for purposes of this statement?   As you
are aware, the tender offer rules require that material changes to existing
disclosure  in tender offer materials must be disseminated in a timely manner to
allow shareholders to react.

Background and Reasons for Including a CVR in the Offer Consideration, page 42

24. We note the Company has chosen to offer CVRs at this time because it has been
in talks with “various parties” regarding a potential Going Private  Transaction  and
therefore include d the CVR component of the Offer consideration  as a means of
protecting tendering share holders if the Company is purchased within two years
after this Offer .  In light of this disclosure by the Company and the need for
shareholders to be able to better assess the value of the CVRs offered as
consideration , please provide the following disclosures about the Company’s prior
discussions about a potential Going Priv ate Transaction:

 in the first paragraph of this section, clarify by dates or date ranges what
you mean by the reference to “from time to time in the past;”

 expand your disclosures regarding  the number and nature of the “various
parties” that engaged with  the Company regarding a potential Going
Private Transaction , including “Party A”  (for example, whether they were
strategic buyers or financial buyers  and whether they were affiliates of the
Company or its control persons );

 explain why the board determine d to offer CVRs at this time, given your
disclosure that the prior discussions regarding a potential Going Private
Transaction “ occurred over the past few years” ;

 to the extent that the board’s decision to include CVRs in this Offer was
prompted by the re cent discussions with “Party A,” explain the reasons
why these discussions, unlike those with other parties over the past years,
led the board to offer CVRs at this time; and

Jonathan K. Layne , Esq.
Gibson , Dunn & Crutcher  LLP
September 7, 2017
Page 7
  explain the reasons for the board’s decision to establish a two -year term
for the CVR s.

25. Refer to the third paragraph of this section .  Provide additional details about the
background of the discussions with Party A  and the eventual termination of such
discussions .  Your expanded disclosure should address the following:

 Describe how these discussions were initiated and by whom.

 Describe the scope of the discussions , the steps taken to pursue these
discussions,  and the stage that these discussions reached before they were
terminated.  What form of transaction was discussed with Pa rty A ?  Did
the Company ever receive an offer , an indication of interest, or any
expressions of value for a potential transaction  from Party A ?  If so,
disclose the material terms  and the board’s response .

 Provide additional details surrounding the termination of the discussions
with Party A.  Who terminated the discussions and why?   If the
discussions were terminated  by Party A, what reason was c ited?   If the
Company  terminated the discussions , explain the reasons for this decision.
Disclose whether the parties indicated any interest in reinitiating the
discussions at a future date.

 Did Party A (or any other parties  with whom the Company had
discussions) play any role in the Company’s decision to commence this
Offer  or the discussions regarding the Offer that were ongoing before the
discussions with Party A were terminated in August 2017 ?  If so, please
describe.  For example, did the discussions with Party A have any effect
on the board’s determination of the price range for the cash component of
the Offer consi