SecProbe.io

CORRESP
1
filename1.htm

GIBSON, DUNN & CRUTCHER LLP

LAWYERS

A REGISTERED LIMITED LIABILITY PARTNERSHIP

INCLUDING PROFESSIONAL CORPORATIONS

__________

2029 Century Park East, Suite 4000 Los Angeles, California 90067

(310) 552-8500

December 16, 2004

VIA HAND
DELIVERY AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3-9

450 Fifth Street, N.W.

Washington, D.C. 20549-0404

Attention: Daniel Greenspan

  Re:

  Herbalife  Ltd.

  Registration Statement on S-1
  originally filed October 1, 2004; declared effective December 15, 2004

  File No. 333-119485

Dear Mr. Greenspan:

On behalf of Herbalife Ltd., f/k/a WH Holdings (Cayman
Islands) Ltd., a Cayman Islands exempted limited liability company (the “Company”), we hereby provide to the staff
of the Securities and Exchange Commission (the “Staff”) supplemental information related to the Company’s
Registration Statement on Form S-1 originally filed with the Securities
and Exchange Commission on October 1, 2004 and declared effective on
December 15, 2004 (the “Registration
Statement”) .  This letter
articulates the reasons underlying the Company’s conclusion that despite the
pricing of the Company’s initial public offering (the “Offering”) at $14.00 per share, or $0.50
per share less than the anticipated filing range of $14.50 per share to $16.50
per share, no material changes to the Company’s prospectus (the “Prospectus”) are required, and therefore no
recirculation of the Prospectus is required.

                For
your convenience, we also are forwarding, via courier, a copy of this letter to
the Staff.

Impact to
Use of Proceeds is Immaterial

Since the Offering priced at
$14.00 per share, the gross proceeds to the Company from the Offering were
approximately $20.3 million lower than they would have been had the offering
priced at $15.50 per share, the midpoint of the Company’s anticipated pricing
range.  The Company confirms that the
impact of this amount is not material with regard to the Company’s stated Use
of Proceeds from the Offering.  The
$189.0 million gross proceeds raised by the Company in the Offering (which
excludes amounts received by the Selling Shareholders in the Offering),
together with a portion of the Company’s available cash, will allow the Company
to successfully accomplish its recapitalization, as outlined in the
Registration Statement, including the refinancing of the senior credit
facility, the redemption of the 9 1/2% Notes, the tender offer for the 11 3/4%
Notes and the Shareholders’ dividend.  We
note and confirm that the “existing excess cash” number in the sources and uses
table in the Registration Statement does not represent all of the Company’s
available cash, and that the Company has sufficient additional cash on hand to
cover the shortfall described above.  The
Company confirms that it will make appropriate changes to its disclosure in the
sources and uses table in the 424(b) prospectus it plans to file.  A draft of this table is attached to this
letter.  Although the Company’s pro-forma
cash balance as of September 30, 2004 has decreased as a result of the $14.00
price per share, the Company confirms that its anticipated pro-forma cash
balance as of the closing date of the Offering (anticipated to occur on
December 21, 2004) will be approximately $56 million, which is a sufficient level
of cash to meet day to day operating cash requirements, in accordance with the
Company’s prior disclosure in footnote number one to the Unaudited Pro Forma
Condensed Consolidated Financial Statements.

Impact on
the Company’s Strategy is Immaterial

The Company confirms
that the shortfall described above is immaterial with regard to the Company’s
operating strategy going forward, given the fact that the Company continues to
generate significant cash from operations.

                We
will follow up on this letter with a telephone call to the Staff, during which
we will request confirmation that this supplemental information is satisfactory
to the Staff.  Please contact me at (213)
229-7207, Michael B. Mayes at (310) 551-8800 or
Jonathan K. Layne at (310) 552-8641 with any questions regarding
the foregoing.

  Very truly yours,

  /s/
  Rayan R. Joshi

  Rayan R. Joshi

  cc:

  Brett R. Chapman, Esq., Herbalife Ltd.

  Richard Goudis, Herbalife Ltd.

  Jonathan K. Layne, Esq., Gibson, Dunn &
  Crutcher LLP

USE
OF PROCEEDS

                                                We estimate that we will receive net
proceeds of approximately $172.6 million from the sale of our common
shares in this offering after deducting underwriting discounts and commissions
and estimated offering expenses. If the underwriters’ over-allotment option is
exercised in full, we estimate that we will receive net proceeds of
approximately $200.9 million. The following table summarizes the estimated
sources and uses of funds for the Transactions and assumes:

•                  an offering of 13,500,000 shares at an offering price
of $14.00 per share;

•                  the tender of 100% of the 11 3/4% Notes at an assumed purchase price of
approximately $197.5 million;

•                  the redemption of 40% of our outstanding 9 1/2% Notes and the payment of accrued
interest and a redemption premium in connection therewith;

•                  the retirement of our existing senior credit facility;

•                  the establishment of a new senior credit facility;

•                  the payment to our current shareholders of a special
cash dividend in the amount of $109.3 million subject to upward adjustment
in the event that the underwriters exercise their over-allotment option. If the
underwriters exercise their over-allotment option in full, our current
shareholders will receive an aggregate special cash dividend of
$139.7 million; and

•                  the payment of related transaction fees and expenses.

                                                The selling shareholders will receive the
net proceeds from the sale of common shares to be sold by them in this
offering. We will not receive any proceeds from the sale of common shares by
the selling shareholders.

                                                We do not intend to use proceeds from
this offering to invest in the growth of our business or the development of new
products.

                                                We cannot determine what the actual net
proceeds from the sale of our common shares in the offering will be until the
offering is completed. As a result, the actual results may differ.

  Amount

  (in millions)

  Sources of Funds

  Gross offering proceeds

  $

  189.0

  Borrowings under New Credit Facility

  200.0

  Existing excess cash

  128.3

  Total sources

  $

  517.3

  Amount

  (in millions)

  Uses of Funds

  Payment of special cash dividend

  $

  109.3

  Redemption of 40% of 9 1/2% Notes(1)

  110.0

  Tender for 11 3/4% Notes(2)

  160.0

  Repayment of existing credit facility(3)

  66.7

  Accrued interest

  11.7

  Estimated fees and expenses of the offering and the Transactions(4)

  59.6

  Total Uses

  $

  517.3

(1)          Interest on the 9 1/2% Notes is payable semi-annually in
arrear on April 1 and October 1 of each year, and the notes mature on
April 1, 2011. The proceeds of the offering of the 9 1/2% Notes were used, together with
available cash, to effect a recapitalization of the Company. See “Description
of Material Indebtedness—Existing 9 1/2% Notes.”

(2)          Interest on the 11 3/4% Notes is payable semi-annually in
arrear on January 15 and July 15 of each year, and the notes mature
on July 15, 2010. Assumes 100% of the outstanding 11 3/4% Notes will be tendered.

(3)          As of September 30, 2004,
outstanding borrowings under the existing senior credit facility were
$66.7 million. We expect that $66.7 million will be outstanding under
the existing senior credit facility as of the closing date of the Transactions.

(4)          Includes estimated transaction fees and
expenses of $16.4 million related to the sale of our common shares and
$3.4 million related to the establishment of our new senior credit
facility, an assumed tender premium for the 11 3/4% Notes of approximately
$29.3 million, assuming 100% of the 11 3/4% Notes are tendered prior to the
expiration date of December 20, 2004, and a redemption premium for the 9 1/2% Notes of $10.5 million. As of the
consent date of November 24, 2004, Herbalife International received
tenders from holders of approximately 99.1% of the outstanding 11 3/4% Notes.