Page 2 of 3 – SEC Filing
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 12 to the Schedule 13D relating to the Common Shares, par value $0.001 per share (the “Shares”), issued by Herbalife Ltd. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2013, as amended by Amendment Number 1 thereto, filed with the SEC on February 28, 2013, Amendment Number 2 thereto, filed with the SEC on March 1, 2013, Amendment Number 3 thereto, filed with the SEC on March 7, 2013, Amendment Number 4 thereto, filed with the SEC on May 7, 2013, Amendment Number 5 thereto, filed with the SEC on March 14, 2014, Amendment Number 6 thereto, filed with the SEC on March 24, 2014, Amendment Number 7 thereto, filed with the SEC on July 15, 2016, Amendment Number 8 thereto, filed with the SEC on August 26, 2016, Amendment Number 9 thereto, filed with the SEC on November 3, 2016, Amendment Number 10 thereto, filed with the SEC on November 8, 2016, and Amendment Number 11 thereto, filed with the SEC on March 13, 2017, to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following:
On August 21, 2017, the Reporting Persons and the Issuer entered into an agreement (the “Letter Agreement”) in connection with the Issuer’s modified Dutch auction tender offer (the “Tender Offer”) commenced on August 21, 2017. A copy of the Letter Agreement is attached hereto as Exhibit 1 and is incorporated by reference herein.
In addition, on August 21, 2017, the Reporting Persons informed the Issuer that (i) the Reporting Persons do not intend to tender any Shares into the Tender Offer or otherwise sell or dispose of any Shares during the pendency of the Tender Offer and (ii), in accordance with Rule 13e-4(f)(6) and Rule 14e-5, from the date of announcement of the Tender Offer until the expiration of ten (10) business days after the date of termination of the Tender Offer, the Reporting Persons do not intend to purchase or otherwise acquire any Shares.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by adding the following:
The disclosure set forth above in Item 4 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
| 1. | Agreement between the Reporting Persons and the Issuer, dated August 21, 2017 (incorporated by reference to Exhibit (d)(1) to the Schedule TO filed by the Issuer on August 21, 2017). |
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