UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 19, 2017
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THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 0-22818 | 22-3240619 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1111 Marcus Avenue, Lake Success, NY 11042
(Address of principal executive offices)
Registrant’s telephone number, including area code: (516) 587-5000
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 1.01 Entry into a Material Definitive Agreement.
On June 15, 2017, The Hain Celestial Group, Inc. (the “Company”) issued a press release announcing that it had entered into a Fifth Limited Waiver and Extension (the “Waiver”) to the Second Amended and Restated Credit Agreement, dated December 12, 2014 (the “Credit Agreement”), by and among the Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Bank of America Merrill Lynch International Limited, as Global Swingline Lender, Wells Fargo Bank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Citizens Bank, N.A. and Farm Credit East, ACA, as Documentation Agents, and the other lenders party thereto (the “Required Lenders”).
The Waiver provides that the Required Lenders waive compliance with the affirmative covenants set forth in the Credit Agreement regarding timely delivery of the Company’s financial statements and other related documentation (collectively, the “Financial Deliverables”) to the Administrative Agent, until June 22, 2017. Failure by the Company to deliver the Financial Deliverables to the Administrative Agent on or prior to June 22, 2017 shall constitute an immediate event of default under the Credit Agreement.
The foregoing description of the Waiver is not complete and is qualified in its entirety by the terms and provisions of the Waiver, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
A copy of the press release described above is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibit is filed herewith:
Exhibit No. | Description | |
10.1 | Fifth Limited Waiver and Extension, dated June 15, 2017, to the Second Amended and Restated Credit Agreement, dated as of December 12, 2014, by and among The Hain Celestial Group, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Bank of America Merrill Lynch International Limited, as Global Swingline Lender, Wells Fargo Bank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Citizens Bank, N.A. and Farm Credit East, ACA, as Documentation Agents, and the other lenders party thereto. | |
99.1 | Press Release of The Hain Celestial Group, Inc. dated June 15, 2017. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 19, 2017
THE HAIN CELESTIAL GROUP, INC. (Registrant) | |
By: | /s/ Pasquale Conte |
Name: | Pasquale Conte |
Title: | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | Description | |
10.1 | Fifth Limited Waiver and Extension, dated June 15, 2017, to the Second Amended and Restated Credit Agreement, dated as of December 12, 2014, by and among The Hain Celestial Group, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Bank of America Merrill Lynch International Limited, as Global Swingline Lender, Wells Fargo Bank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Citizens Bank, N.A. and Farm Credit East, ACA, as Documentation Agents, and the other lenders party thereto. | |
99.1 | Press Release of The Hain Celestial Group, Inc. dated June 15, 2017. | |
Exhibit 10.1
THE HAIN CELESTIAL GROUP, INC.
1111 Marcus Avenue
Lake Success, New York 11042
June 15, 2017
Bank of America, N.A.,
as Administrative Agent
901 Main Street
Dallas, Texas 75202-3714
Each of the Lenders party to the
Credit Agreement referred to below
Ladies and Gentlemen:
FIFTH LIMITED WAIVER AND EXTENSION
We refer to (a) the Second Amended and Restated Credit Agreement, dated as of December 12, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among The Hain Celestial Group, Inc., a Delaware corporation (the “Company”), certain Subsidiaries of the Company from time to time party thereto as Designated Borrowers, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), (b) the Limited Waiver and Extension, dated as of September 23, 2016 (the “First Waiver”), (c) the Second Limited Waiver and Extension, dated as of December 16, 2016 (the “Second Waiver”), (d) the Third Limited Waiver and Extension, dated as of February 27, 2017 (the “Third Waiver”), and (e) the Fourth Limited Waiver and Extension, dated as of May 30, 2017 (together with the First Waiver, the Second Waiver, and the Third Waiver, collectively, the “Waivers”), each of the Waivers, by and between the Company and the Lenders party thereto, and, in each case, acknowledged and accepted by the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
Pursuant to the terms of the Credit Agreement (as modified by the Waivers), the Company is required to deliver to the Administrative Agent (for further delivery to the Lenders), on or prior to the date specified, the following items (all such items, collectively, the “Financial Deliverables” and the sections of the Credit Agreement referenced below that detail such delivery requirements, collectively, the “Financial Deliverables Sections”):
(a) In accordance with Section 6.01(a) of the Credit Agreement, as soon as available, but in any event on or prior to June 15, 2017, in respect of the Company’s 2016 fiscal year, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income, retained earnings and cash flow for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of the Auditor, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” qualification or exception or any qualification or exception as to the scope of such audit (the foregoing, collectively, the “2016 Fiscal Year Financial Statements”).
(b) In accordance with Section 6.01(b) of the Credit Agreement, as soon as available, but in any event on or prior to (i) June 15, 2017, in respect of first fiscal quarter of the Company’s 2017 fiscal year, (ii) June 15, 2017, in respect of the second fiscal quarter of the Company’s 2017 fiscal year and (iii) June 15, 2017, in respect of the third fiscal quarter of the Company’s 2017 fiscal year, in each case as to the applicable fiscal quarter, a condensed consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, the related condensed consolidated statements of income for such fiscal quarter and for the portion of the Company’s fiscal year then ended, and the related condensed consolidated statements of changes in shareholders’ equity and cash flows for the portion of the Company’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of the Company as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes (the foregoing, collectively, the “2017 Quarterly Financial Statements”).
(c) In accordance with Section 6.02(a) of the Credit Agreement, concurrently with the delivery of the 2016 Fiscal Year Financial Statements, a certificate of the Auditor stating that, in connection with its audit, either (i) nothing came to its attention that caused it to believe that there was a Default or (ii) it was made aware of a Default, and further indicating the nature and status of such event.
(d) In accordance with Section 6.02(b) of the Credit Agreement, concurrently with the delivery of the 2016 Fiscal Year Financial Statements and each of the 2017 Quarterly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer of the Company.
The Company has informed the Administrative Agent and the Lenders that it will be unable to deliver each of the Financial Deliverables (on or prior to the date specified) to the Administrative Agent (for further delivery to the Lenders) under the terms of the Credit Agreement and the related Waivers.
By this letter (this “Letter”), the Company is requesting that the Required Lenders waive for a specified period of time (and not on a permanent basis), and, subject to the terms and conditions contained herein, the Required Lenders hereby waive for a specified period of time (and not on a permanent basis), for the period from (and including) the Effective Date (as defined below) to (and including) June 22, 2017 (such period, the “Extension Period”), compliance by the Company with each of the applicable Financial Deliverables Sections, solely in respect of any failure by the Company to deliver such Financial Deliverables during such Extension Period. Without in any way limiting the foregoing waiver, the parties hereto acknowledge, understand and agree that failure by the Company to deliver the Financial Deliverables to the Administrative Agent (for further delivery to the Lenders) on or prior to June 22, 2017 shall constitute an immediate Event of Default.
In addition, it is acknowledged and agreed that the Applicable Rate will remain as currently in effect, notwithstanding the provisions of the paragraph following the table set forth therein until the earlier to occur of (i) the end of the Extension Period and (ii) the date on which a compliance certificate is delivered to the Agent in respect of the Company’s 2016 fiscal year. Thereafter, the Applicable Rate will once again be set or reset in accordance with the definition thereof; provided that the parties hereto understand, acknowledge and agree that the any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio (as calculated by the applicable Compliance Certificate (whether for the Company’s 2016 fiscal year or the applicable fiscal quarter of the Company’s 2017 fiscal year) shall become effective as of the first Business Day immediately following the last date on which such Compliance Certificate should have been delivered pursuant to Section 6.02(b) of the Credit Agreement (and prior to giving effect to this Letter and the limited waiver and extension contained herein).
In consideration of the agreements and understandings of the Administrative Agent and the Lenders set forth in this Letter, and in order to induce the Lenders to grant the foregoing limited waiver and extension, the Company hereby:
(a) confirms and restates all representations and warranties contained in the Credit Agreement and the other Loan Documents as of the date hereof;
(b) confirms that, as of the date hereof, no Default has occurred and is continuing; and
(c) represents and warrants that, as of the date hereof, the common stock of the Company is listed and trading on the Nasdaq exchange.
This Letter shall become effective on the date (the “Effective Date”) the Administrative Agent shall have received counterparts of this Letter duly executed by the Company and the Lenders representing not fewer than the Required Lenders. None of the terms, conditions or provisions contained in this Letter is intended to be enforceable or interpreted, or shall be construed, against any of the parties hereto in the event that the condition precedent set forth in the immediately preceding sentence is not satisfied on or before June 15, 2017.
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This Letter shall be strictly limited to its terms. Except with respect to the limited waiver and extension granted herein with respect to the Financial Deliverables, no provision contained herein is or shall be deemed to be a waiver or abandonment of any Default (whether presently or subsequently existing) or any rights or remedies available to the Lenders under the Loan Documents, applicable law or otherwise, each of which rights, powers or remedies is hereby specifically and expressly reserved, including the right to seek judgment against the Company and/or any other Person, to foreclose any interest in any collateral (if any) held by the Administrative Agent or in which the Administrative Agent has a security interest or other Lien, or to take any other action permitted under the Loan Documents and/or applicable law. Without limiting the generality of the foregoing, (a) the Company acknowledges and agrees that this Letter is not intended to, nor shall it, establish any course of dealing between Company, the Administrative Agent and the Lenders, or any thereof, that is inconsistent with the express terms of the Loan Documents; (b) nothing contained herein shall be deemed to constitute on the part of the Administrative Agent or any Lender any commitment or agreement to enter into any further amendment or other modification; and (c) notwithstanding any course of dealing between the Company, the Administrative Agent and the Lenders, or any thereof, prior to the date hereof, the Administrative Agent and the Lenders shall not be obligated to make any Loan or issue any Letter of Credit, except in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents.
In consideration of the agreements and understandings set forth in this Letter, the Company (on behalf of itself and its Subsidiaries) hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely, finally and forever releases, acquits and discharges the Administrative Agent and each of the Lenders party hereto from any action, suit, claim, cause of action or other similar proceeding or right (a “Claim”) relating in any manner whatsoever to this Letter or any of the other Loan Documents and/or the Company’s or any other Loan Party’s credit relationship with the Lenders party hereto in connection with the Loan Documents that may have existed on or prior to the Effective Date (a “Borrower-Related Claim”). The Company hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely, finally and forever covenants that it will refrain, and further will direct any Subsidiary to refrain, from commencing or otherwise prosecuting any Claim, in law or in equity, against the Administrative Agent or any Lender party hereto on account of any Borrower-Related Claim. Each of the Administrative Agent and each Lender party hereto shall be entitled to enforce this covenant through specific performance. In addition to the other liability which shall accrue upon the breach of this covenant, the breaching party (including, without limitation, any Subsidiary of the Company who or that commences or prosecutes any such Claim) shall be liable to the Administrative Agent or any such Lender, as applicable, for all reasonable attorneys’ fees and costs incurred by such party in the defense of such Claim.
Without limiting any of the foregoing, the Company acknowledges and agrees that (a) each of the Loan Documents (including the Credit Agreement) shall remain unchanged (other than as expressly set forth, and only to the limited extent provided, in this Letter) and shall continue in full force and effect in accordance with its terms, and this Letter shall be strictly limited to its terms with respect to the express provisions hereunder, and to this occasion alone, and (b) no waiver, extension, amendment or other modification by any Lender hereunder shall (i) be applicable to subsequent transactions or (ii) require any other waiver, extension, amendment or other modification thereof (whether similar or dissimilar to the limited waiver and extension granted by this Letter).
This Letter may be executed by the parties hereto in several counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter by facsimile or electronic mail transmission shall be effective as delivery of a manually executed counterpart of this Letter.
THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Except as expressly waived by this Letter, all of the terms and provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect. This Letter is a Loan Document executed pursuant to the Credit Agreement and shall be construed and administered in accordance with all of the terms and provisions of the Credit Agreement. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE JURY TRIAL WAIVER SET FORTH IN SECTION 10.15 OF THE CREDIT AGREEMENT IS APPLICABLE IN ALL RESPECTS TO ANY PROCEEDING RELATING IN ANY MANNER TO THIS LETTER.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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If you are in agreement with the foregoing terms, kindly execute this Letter in the space provided below and deliver to the Administrative Agent an executed counterpart of this Letter.
Very truly yours, | |
THE HAIN CELESTIAL GROUP, INC. | |
By: | /s/ Pasquale Conte |
Name: | Pasquale Conte |
Title: | Executive V.P. & Chief Financial Officer |
THE LIMITED WAIVER AND EXTENSION SET
FORTH ABOVE IS HEREBY ACKNOWLEDGED
AND ACCEPTED AS OF THE DATE FIRST
ABOVE WRITTEN:
BANK OF AMERICA, N.A.,
as Administrative Agent
By: | /s/ Ronaldo Naval |
Name: Ronaldo Naval | |
Title: Vice President | |
THE LIMITED WAIVER AND EXTENSION SET
FORTH ABOVE IS HEREBY ACKNOWLEDGED,
AGREED TO AND ACCEPTED AS OF THE DATE
FIRST ABOVE WRITTEN:
BANK OF AMERICA, N.A.,
as a Lender
By: | /s/ Jana L. Baker |
Name: Jana L. Baker | |
Title: Senior Vice President | |
WELLS FARGO BANK, NA,
as a Lender
By: | /s/ Stephanie Allegra |
Name: Stephanie Allegra | |
Title: Senior Vice President | |
JP MORGAN CHASE BANK, N.A.,
as a Lender
By: | /s/ Helene Sprung |
Name: Helene Sprung | |
Title: Managing Director | |
CITIZENS BANK, N.A.,
as a Lender
By: | /s/ Barrett D. Bencivenga |
Name: Barrett D. Bencivenga | |
Title: Managing Director | |
FARM CREDIT EAST, ACA,
as a Lender
By: | /s/ Eric Pohlman |
Name: Eric Pohlman | |
Title: Vice President | |
HSBC BANK USA, NATIONAL ASSOCIATION,
as a Lender
By: | /s/ Robert J Levins |
Name: Robert J Levins #21435 | |
Title: Portfolio Manager | |
COBANK, ACB,
as a Lender
By: | /s/ Robert Prickett |
Name: Robert Prickett | |
Title: Vice President | |
CAPITAL ONE, N.A.,
as a Lender
By: | /s/ Robert P. Harvey |
Name: Robert P. Harvey | |
Title: Senior Director | |
KEYBANK NATIONAL ASSOCIATION,
as a Lender
By: | /s/ Matthew J. Bradley |
Name: Matthew J. Bradley | |
Title: Vice President | |
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
as a Lender
By: | /s/ Chris Grimes |
Name: Chris Grimes | |
Title: Executive Director | |
By: | /s/ David Vernon |
Name: David Vernon | |
Title: Vice President | |
SUNTRUST BANK,
as a Lender
By: | /s/ Tesha Winslow |
Name: Tesha Winslow | |
Title: Director | |
TD BANK, N.A.,
as a Lender
By: | /s/ John Topolovec |
Name: John Topolovec | |
Title: Vice President | |
AG FIRST FARM CREDIT BANK,
as a Lender
By: | /s/ Matthew Jeffords |
Name: Matt Jeffords | |
Title: Vice President | |
KBC BANK NV, NEW YORK BRANCH,
as a Lender
By: | /s/ Susan M. Silver |
Name: Susan M. Silver | |
Title: Managing Director | |
By: | /s/ Thomas R. Lalli |
Name: Thomas R. Lalli | |
Title: Managing Director | |
EXHIBIT 99.1
Hain Celestial Receives Nasdaq Extension and Lender Waiver and Extension of Credit Facility
Lake Success, NY, June 15, 2017-The Hain Celestial Group, Inc. (Nasdaq: HAIN), a leading organic and natural products company with operations in North America, Europe and India providing consumers with A Healthier Way of Life™, today announced it has received a waiver and extension of certain obligations under its unsecured credit facility from its lenders until June 22, 2017. This relates to the delivery of certain financial information under the credit facility, including the Company's audited financial statements for its fiscal year 2016 and financial statements for the first, second and third quarters of fiscal year 2017. The extension will enable the Company to be compliant with its credit facility reporting obligations while it works to complete the filing of its Annual Report on Form 10-K for its fiscal year ended June 30, 2016, its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, its Quarterly Report on Form 10-Q for the quarter ended December 31, 2016 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (collectively, the "Outstanding Reports"). This waiver and extension of the credit facility supports the extension granted by the Nasdaq Hearings Panel to the Company to file its periodic reports with the Securities and Exchange Commission and regain Nasdaq listing compliance by June 30, 2017. Pursuant to the Company’s press release issued on June 14, 2017, the Company will conduct a conference call to discuss its financial results on Thursday, June 22, 2017 at 8 AM Eastern Time. It also expects to file its Annual Report on Form 10-K for the year ended June 30, 2016, as well as its Quarterly Reports on Form 10-Q for the first three quarters of fiscal 2017 on that day.
The Hain Celestial Group, Inc.
The Hain Celestial Group (Nasdaq: HAIN), headquartered in Lake Success, NY, is a leading organic and natural products company with operations in North America, Europe and India. Hain Celestial participates in many natural categories with well-known brands that include Celestial Seasonings®, Earth's Best®, Ella's Kitchen®, Terra®, Garden of Eatin'®, Sensible Portions®, Health Valley®, Arrowhead Mills®, MaraNatha®, SunSpire®, DeBoles®, Casbah®, Rudi's Organic Bakery®, Hain Pure Foods®, Spectrum®, Spectrum Essentials®, Imagine®, Almond Dream®, Rice Dream®, Soy Dream®, WestSoy®, The Greek Gods®, BluePrint®, FreeBird®, Plainville Farms®, Empire®, Kosher Valley®, Yves Veggie Cuisine®, Europe's Best®, Cully & Sully®, New Covent Garden Soup Co.®, Johnson's Juice Co.®, Farmhouse Fare®, Hartley's®, Sun-Pat®, Gale's®, Robertson's®, Frank Cooper's®, Linda McCartney®, Lima®, Danival®, Happy®, Joya®, Natumi®, GG UniqueFiber®, Tilda®, JASON®, Avalon Organics®, Alba Botanica®, Live Clean® and Queen Helene®. Hain Celestial has been providing A Healthier Way of Life™ since 1993. For more information, visit www.hain.com.
The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
Safe Harbor Statement
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are predictions based on expectations and projections about future events, and are not statements of historical fact. You can identify forward-looking statements by the use of forward-looking terminology such as "plan", "continue", "expect", "anticipate", "intend", "predict", "project", "estimate", "likely", "believe", "might", "seek", "may", "remain", "potential", "can", "should", "could", "future" and similar expressions, or the negative of those expressions. These forward-looking statements include the Company's beliefs or expectations relating to (i) the filing of the Form 10-K, the First Quarter Form 10-Q, the Second Quarter Form 10-Q and the Third Quarter Form 10-Q and (ii) regaining Nasdaq listing compliance. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results to be materially different from any future results expressed or implied by such forward-looking statements. Such factors include a material delay in the Company's financial reporting, including the possibility that the Company will not be able to file its Form 10-K, First Quarter Form 10-Q, Second Quarter Form 10-Q and Third Quarter Form 10-Q by June 15, 2017 or regain Nasdaq listing compliance, the possibility that one or more material weaknesses in the Company's internal control over financial reporting may be identified, the possibility that errors may be identified, which may be material, whether investors should no longer rely upon previously issued financial statements, and the risk that the Company may need to restate its financial statements. As a result of the foregoing and other factors, no assurance can be given as to the future results, levels of activity and achievements of the Company, and neither the Company nor any person assumes responsibility for the accuracy and completeness of these statements.
Contact:
Pat Conte/Mary Anthes
The Hain Celestial Group, Inc.
516-587-5000
The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com