8-KAccepted Sep 14, 6:54 AM ET
Hain Celestial Announces Sale of International Business; Files FY26 Results
Accepted (ET)
6:54 AM
Sep 14, 2026
Filed
Sep 14, 2026
Documents
14
Size
3.5 MB
Summary
Hain Celestial Announces Sale of International Business; Files FY26 Results
What Happened
Hain Celestial Group, Inc. announced on September 12, 2026 that it entered a Share Purchase Agreement to sell its International business (UK, Ireland and Europe) to AURELIUS-affiliated purchasers. The gross sale price is £233.0 million plus a locked-box adjustment expected to be ~£5.5 million (estimated aggregate gross £238.5 million, ~ $323.2M). Aggregate net cash proceeds after transaction expenses, taxes and pre-closing cash distributions are expected to be between £225.1M and £228.8M ($305M–$310M). The company said it intends to use the net proceeds to reduce indebtedness. Hain Celestial also furnished a press release with its fourth-quarter and fiscal year results for the year ended June 30, 2026.
Key Details
- Buyer: AURELIUS-affiliated entities; agreement dated September 12, 2026.
- Purchase price: £233.0M + £5.5M locked-box adjustment; estimated aggregate gross £238.5M ($323.2M).
- Expected net cash proceeds: £225.1M–£228.8M (~$305M–$310M) to be used to pay down debt.
- Closing conditions: customary regulatory consents in the UK, Austria, Ireland, Germany and Belgium; and a required amendment to Hain Celestial’s credit agreement (extend maturity by ≥9 months) to be executed by October 12, 2026 — failure to secure that amendment allows the Purchasers to terminate.
- Brands/Entities included: Ella’s Kitchen, Joya, Natumi, Hartley’s, Cully & Sully, Yorkshire Provender, New Covent Garden soups, and related target entities in the UK, Ireland, Austria, Germany and Belgium.
- Management change: Wolfgang Goldenitsch (President, International) will cease to be an executive officer if the transaction closes.
- Timing: Transaction expected to close in the company’s fiscal Q2 ending December 31, 2026, subject to conditions.
Why It Matters
This divestiture removes Hain Celestial’s International foods and beverage operations from the company portfolio and is expected to provide a significant cash inflow primarily earmarked to reduce debt. The deal’s completion depends on lender consent to extend the credit agreement maturity and on multiple regulatory approvals — if the required credit amendment is not in place by October 12, 2026 the Purchasers may walk away, making the lender negotiations a material near-term execution risk. Investors should note the operational and leadership changes tied to the sale and that the company also furnished its FY2026 results the same day.