SEC Comment Letter for HERBALIFE LTD. (HLF) (CIK 0001180262) (HLF) — Oct 4, 2017
HERBALIFE LTD. (HLF) (CIK 0001180262)
Date: Oct. 4, 2017 · CIK: 0001180262 · Accession: 0000000000-17-035181
AI Filing Summary & Sentiment
Referenced dates: September 26, 2017
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE October 3 , 2017 Via Email Jonathan K. Layne Gibson , Dunn & Crutcher LLP 2029 Century Park East Los Angeles, CA 90067
Re: Herbalife Ltd . Schedule TO-I/A filed on October 2, 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 amended filing listed above and the response letter of the same date included with that filing. We have the following additional comments:
Background and Reasons for Including a CVR in the Offer Consideration
1. Refer to comment 6 in our last comment letter dated September 26, 2017 and your response. We note the new disclosure you have added in several parts of this section to the effect that the Board terminated discussions with Party A before commencing this Offer because the Board determin ed it was unlikely a transaction with Party A could be successfully consummated “in the near term.” Given the CVR component to this Offer, which is based on the prospects for consummating a Going Private Transaction within two years from the date of this Offer, we believe it is particularly important for shareholders to understand the reasons for the Board’s belief. Expand to describe the specific reasons for the Board’s belief about the lack of prospects for consummating the transaction with Party A . Your expanded disclosure should make clear which of such reasons are speci fic to Party A versus which may be generally applicable.
2. See our last comment above. Because the CVR is limited in term, clarify what the Board meant by “the near term” as part of this deliberative process .
Jonathan K. Layne , Esq. Gibson , Dunn & Crutcher LLP October 3 , 2017 Page 2 Please amend your filing in response to these comments. We may have further comments upon receipt of your amendment; therefore, please allow adequate time after the filing of the amendment for further staff review.
Please direct any questions about these comments or your filing to me at 202 -551-3263.
Sincerely,
/s/ Christina Chalk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
October 3 , 2017
Via Email
Jonathan K. Layne
Gibson , Dunn & Crutcher LLP
2029 Century Park East
Los Angeles, CA 90067
Re: Herbalife Ltd .
Schedule TO-I/A filed on October 2, 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 amended filing listed above and the response letter
of the same date included with that filing. We have the following additional comments:
Background and Reasons for Including a CVR in the Offer Consideration
1. Refer to comment 6 in our last comment letter dated September 26, 2017 and your
response. We note the new disclosure you have added in several parts of this
section to the effect that the Board terminated discussions with Party A before
commencing this Offer because the Board determin ed it was unlikely a
transaction with Party A could be successfully consummated “in the near term.”
Given the CVR component to this Offer, which is based on the prospects for
consummating a Going Private Transaction within two years from the date of this
Offer, we believe it is particularly important for shareholders to understand the
reasons for the Board’s belief. Expand to describe the specific reasons for the
Board’s belief about the lack of prospects for consummating the transaction with
Party A . Your expanded disclosure should make clear which of such reasons are
speci fic to Party A versus which may be generally applicable.
2. See our last comment above. Because the CVR is limited in term, clarify what
the Board meant by “the near term” as part of this deliberative process .
Jonathan K. Layne , Esq.
Gibson , Dunn & Crutcher LLP
October 3 , 2017
Page 2
Please amend your filing in response to these comments. We may have further
comments upon receipt of your amendment; therefore, please allow adequate time after
the filing of the amendment for further staff review.
Please direct any questions about these comments or your filing to me
at 202 -551-3263.
Sincerely,
/s/ Christina Chalk
Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions
cc: James J. Moloney, Esq. (via email)