Hain Celestial Announces Secondary Offering of Common Stock by Selling Stockholders and Concurrent Share Repurchase

About this update from The Hain Celestial Group, Inc.

[{"type":"text","content":"LAKE SUCCESS, N.Y., Nov. 10, 2021 /PRNewswire/ -- The Hain Celestial Group, Inc. (Nasdaq: HAIN) (\"Hain Celestial,\" \"Hain\" or the \"Company\"), today announced that certain affiliates of Engaged Capital, LLC (the \"Selling Stockholders\") that have existing ownership interests in Hain, intend, subject to market conditions, to offer 12,379,504 shares of Hain common stock in an underwritten secondary offering. The Selling Stockholders will receive all of the net proceeds from the offering. Hain is not offering any shares of common stock in the offering.\n\n \n \n \n \n \n \n\n \nSubject to the completion of the offering, the Company intends to concurrently repurchase directly from the Selling Stockholders 1,700,000 shares of common stock. The price per share to be paid by the Company will equal the price at which the underwriter will purchase the shares from the Selling Shareholders in the offering, net of underwriting discounts and commissions. The Company intends to fund the share repurchase with borrowings under its revolving credit facility. The closing of the share repurchase will be conditioned upon the closing of the offering and therefore there can be no assurance that the share repurchase will be completed. The offering is not conditioned upon the completion of the share repurchase.\nMorgan Stanley is acting as the sole underwriter for the offering.\nThe Selling Stockholders are co-investment funds managed by Engaged Capital, LLC (\"Engaged Capital\") that are mandatorily winding down pursuant to their terms. Engaged Capital and its affiliates will continue to hold 1,900,792 shares of Hain common stock following the transactions announced today. Glenn W. Welling, the Founder and Chief Investment Officer of Engaged Capital, will continue to serve as a director of the Company after the offering.\nThe offering is being made pursuant to an effective shelf registration statement (including a prospectus) and a preliminary prospectus supplement relating to the offering to be filed by Hain with the Securities and Exchange Commission (\"SEC\") to which this communication relates. Before you invest, you should read the prospectus included in that registration statement, the preliminary prospectus supplement and the other documents Hain has filed with the SEC and incorporated by reference into that registration statement for more...

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