NU SKIN ENTERPRISES, INC. (NYSE:NUS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
As previously disclosed, Ping An ZQ China Growth Opportunity Limited ("Ping An ZQ"), the beneficial owner of the full $210.0 million principal amount of Nu Skin Enterprises, Inc.'s (the "Company") 4.75% Convertible Senior Notes, due 2020 (the "Convertible Notes"), elected to convert the Convertible Notes in accordance with the terms of the indenture (the "Indenture"), dated as of June 16, 2016, by and between the Company and the Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), that governs the Convertible Notes. In connection with such conversion and to the terms of the Indenture, the Company was obligated to pay Ping An ZQ the $210.00 million principal amount, together with accrued and unpaid interest on the Convertible Notes (the "Cash Settlement"), by April 2, 2018 (the "Original Settlement Date").
On March 13, 2018 and March 17, 2018, the Company and Ping An ZQ entered into two side letter agreements to which Ping An ZQ agreed to extend the deadline for the Company to deliver the Cash Settlement until May 15, 2018 and the Company agreed to pay Ping An ZQ an extension fee equal to 0.05% of the amount of principal outstanding on the Convertible Notes outstanding as of 5:00 p.m. on the Original Settlement Date (equal to $105,000 if the full principal amount remains outstanding at such time). This extension fee, if incurred, would be paid substantially simultaneously with and in addition to the Cash Settlement. Mr. Zheqing Shen is a director of both Ping An ZQ and the Company.
The Company intends to enter into a supplement to the Indenture with the Trustee prior to the Original Settlement Date to reflect that the deadline for delivery of the Cash Settlement will be extended until May 15, 2018.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that represent the Company's current expectations and beliefs. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws and include, but are not limited to, statements regarding our expectations concerning the timing of the Cash Settlement and the timing and contents of a supplement to the Indenture. In some cases, you can identify these statements by forward-looking words such as "intend," "will," "would," "may," the negative of these words and other similar words. The forward-looking statements and related assumptions involve risks and uncertainties that could cause actual results and outcomes to differ materially from any forward-looking statements or views expressed herein. These risks and uncertainties include, but are not limited to, the Company's ability to complete the Cash Settlement and a supplemental Indenture. The forward-looking statements set forth the Company's beliefs as of the date that such information was first provided and we assume no duty to update the forward-looking statements contained in this release to reflect any change except as required by law.