Hain Celestial, Maker of Celestial Seasonings and Earth’s Best, Warns of Going-Concern Risk Ahead of Dec. 22 Debt Deadline
Hain Celestial told investors there is substantial doubt it can continue as a going concern unless it refinances about $586 million in debt due Dec. 22. Its sale of Ella's Kitchen and its European business is still pending.
The Hain Celestial Group, the company behind Celestial Seasonings teas and Earth’s Best Organic baby food, said in a quarterly filing on Nov. 9 that there is substantial doubt about its ability to continue as a going concern. The reason is about $586.1 million in debt due Dec. 22, 2026, which had not been refinanced, retired or extended when the filing was issued.
TLDR
- As of Sept. 30, Hain owed $441 million on its revolving credit line and $145.1 million in term loans, and held $63 million in cash.
- If it cannot repay, Hain said it could be forced to seek bankruptcy protection or pursue a restructuring, wind-down or liquidation.
- A sale of its U.K., Irish and European business, including Ella’s Kitchen, to private equity firm AURELIUS is pending. One closing condition was not met.
- Net sales fell 29.3% to $260.3 million in the quarter, largely because of businesses sold or exited.
The Debt Deadline
Hain’s credit agreement matures on Dec. 22, 2026, according to its Form 10-Q for the quarter ended Sept. 30. The company said it continues to engage with its lenders and to evaluate and pursue all available paths.
Under accounting rules, the company said, that unresolved maturity creates substantial doubt about whether it can continue as a going concern for a year after the filing. Any failure to repay in full could force it to seek relief under federal bankruptcy laws or pursue a restructuring, wind-down or liquidation, the filing says. Just Food reported the warning on Nov. 10.
The European Sale
On Sept. 12, Hain agreed to sell its U.K., Irish and European business to entities affiliated with AURELIUS. The deal includes Ella’s Kitchen baby and kids food, Joya and Natumi plant-based drinks, Hartley’s jelly, and Cully & Sully, Yorkshire Provender and New Covent Garden soups. The estimated gross price is about £238.5 million, or about $319.5 million.
Net cash proceeds of about $301.6 million to $306.5 million would go to paying down debt, Hain said, but would still leave significant debt outstanding. Regulators approved the deal in early November. A second condition, an amendment to Hain’s credit agreement by Oct. 12, was not met. Hain said it is in discussions with AURELIUS and continues to pursue a path to completing the sale.
The Quarter
Net sales for the three months ended Sept. 30 were $260.3 million, down 29.3% from a year earlier. Most of that decline, $88.8 million, came from businesses held for sale, discontinued brands and exited categories. Organic net sales fell 6.7%. The net loss was $11.3 million, compared with $20.6 million a year earlier.
In February, Hain sold its North American snacks business for $115 million. That business included Garden Veggie Snacks, Terra chips and Garden of Eatin’ snacks. Hain used the net proceeds to reduce debt.
Why It Matters
Hain’s brands span organic baby food, herbal teas, Greek yogurt and plant-based drinks. The Dec. 22 maturity and the pending AURELIUS sale bear on how those brands are financed and who owns some of them. Hain was founded in 1993. It describes its purpose as inspiring healthier living through better-for-you brands.
Sources: Hain Celestial Form 10-Q (filed Nov. 9, 2026); Hain Celestial Form 8-K (Nov. 9, 2026); Just Food (Simon Harvey, Nov. 10, 2026).