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

The company announced the closing of an underwritten secondary offering, pursuant to which certain affiliates of Engaged Capital, LLC (the “Selling Stockholders”) that had existing ownership interests in Hain sold 12,379,504 shares of Hain common stock. The shares were offered at a price to the public of $45.50 per share. The Selling Stockholders received all of the net proceeds from the offering. Hain did not sell any shares of common stock in the offering.

Concurrently with the completion of the offering, the Company repurchased directly from the Selling Stockholders 1,700,000 shares of common stock. The price per share paid by the Company equalled the price at which the underwriter purchased the shares from the Selling Shareholders in the offering, net of underwriting discounts and commissions, which was $45.00 per share. The Company funded the share repurchase with borrowings under its revolving credit facility.

Morgan Stanley acted as the sole underwriter for the offering.

The 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 continue to hold 1,900,792 shares of Hain common stock following the closing of the offering and the repurchase. Glenn W. Welling, the Founder and Chief Investment Officer of Engaged Capital continues to serve as a director of the Company after the offering.

Mark L. Schiller, Hain Celestial’s President and Chief Executive Officer, stated, “We would like to thank Glenn and Engaged Capital for their input and collaboration over the past several years, and we are delighted that our relationship with Engaged Capital and Glenn’s contributions as a director will continue. We remain focused on our Hain 3.0 plan to build a global health food and beverage company with industry-leading top-line growth as we continue to create shareholder value.”

The offering was made pursuant to an effective shelf registration statement (including a prospectus) and a prospectus supplement relating to the offering filed by Hain with the Securities and Exchange Commission (“SEC”). You may obtain a copy of the prospectus supplement, the prospectus included in the registration statement and the documents incorporated by reference therein, when available, for free by visiting EDGAR on the SEC website at www.sec.gov. Copies of the prospectus supplement for this offering may also be obtained by contacting Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.