HELEN OF TROY LIMITED (NASDAQ:HELE) Files An 8-K Entry into a Material Definitive Agreement

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HELEN OF TROY LIMITED (NASDAQ:HELE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On December20, 2017, Helen of Troy Limited (the “Company”) completed the sale of its indirect wholly-owned subsidiary Healthy Directions, LLC and its subsidiaries comprising the Nutritional Supplements segment of the Company (the “Business”) to Direct Digital, LLC (the “Purchaser”), to a Membership Interest Purchase Agreement (the “Purchase Agreement”) dated as of December20, 2017, by and among HD Holding Inc. and Helen of Troy Texas Corporation (together, the “Company’s Subsidiaries”), Healthy Directions, LLC and the Purchaser. The purchase price for the sale of the Business included (1)a $46.0 million payment to the Company in cash on the date of closing, subject to a net working capital adjustment and (2)a supplemental payment in an amount equal to up to $31.0 million calculated on the basis of the performance of the Business for the twelve-month period ended February28, 2018 and, to the extent earned, payable in cash on August1, 2019.

The Purchase Agreement contains customary representations, warranties and covenants of the Company’s Subsidiaries and the Purchaser and certain other customary terms and conditions, including provisions that require the Company’s Subsidiaries to indemnify the Purchaser in the event that it incurs losses as a result of a breach by the Company’s Subsidiaries of the Purchase Agreement.

In connection with the Purchase Agreement, the Company agreed for a period of three years following the closing of the transaction not to solicit for employment or hire any key employee providing services to the Business. The Company and its subsidiaries also agreed for a period of three years following the closing of the transaction not to engage, either directly or indirectly, in a business competitive to the Business. In connection with the sale of the Business, the Company has also agreed to provide certain transition services for up to an eighteen-month period following the closing of the transaction.

Item 2.01. Completion of Acquisition or Disposition of Assets.

As described in Item 1.01, on December20, 2017, the Company completed the sale of the Business to the Purchaser. The information disclosed in response to Item 1.01 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Statements

The pro forma financial information required to be filed under this Item 9.01(b)is attached hereto as Exhibit99.1.

(d) Exhibits


HELEN OF TROY LTD Exhibit
EX-99.1 2 a17-28966_1ex99d1.htm EX-99.1 EXHIBIT 99.1   UNAUDITED CONSOLIDATED CONDENSED PRO FORMA FINANCIAL INFORMATION   On December 20,…
To view the full exhibit click here

About HELEN OF TROY LIMITED (NASDAQ:HELE)

Helen Of Troy Limited is a global consumer products company that offers a range of solutions for its customers through a range of brands. The Company is a global designer, developer, importer, marketer and distributor of a portfolio of brand-name consumer products. The Company has four segments. The Housewares segment provides a range of consumer products for the home. The Health & Home segment focuses on healthcare devices, such as thermometers, humidifiers, blood pressure monitors and heating pads; water filtration systems, and small home appliances, such as portable heaters, fans, air purifiers, and insect control devices. The Nutritional Supplements segment is a provider of branded vitamins, minerals and supplements, as well as other health products. The Beauty segment’s products include electric hair care, beauty care and wellness appliances; grooming tools and accessories, and liquid-, solid- and powder-based personal care and grooming products.