PITTSBURGH, Nov. 8, 2017
/PRNewswire/ -- GNC Holdings, Inc. (NYSE: GNC) (the "Company"), a
leading global specialty health, wellness and performance retailer,
today announced that its wholly-owned subsidiary, General Nutrition
Centers, Inc. (the "Issuer") intends to offer, subject to market
conditions and other considerations, senior secured notes due 2022
(the "Notes") in a private offering to persons reasonably believed
to be qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"), and
to non-U.S. persons outside the United
States pursuant to Regulation S under the Securities Act.
The Notes will be guaranteed on a senior secured basis by the
Issuer's parent company, GNC Corporation, and by certain of the
Issuer's direct and indirect subsidiaries that are borrowers or
guarantors under a new senior secured term loan facility and new
senior secured asset-based revolving credit facility.
The Company intends to use the net proceeds from this offering,
together with borrowings under a new senior secured term loan
facility and new senior secured asset-based revolving credit
facility, to prepay and terminate its existing credit facility and
to pay related fees and expenses. Any remaining net proceeds will
be used for general corporate purposes.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale of these securities in
any jurisdiction in which such offer, solicitation, or sale would
be unlawful. The Notes will not be registered under the
Securities Act or any state securities laws, and unless so
registered, may not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state laws. This notice is being issued
pursuant to and in accordance with Rule 135c under the Securities
Act.
About Us
GNC Holdings, Inc. (NYSE: GNC) – headquartered in Pittsburgh, PA – is a leading global specialty
health, wellness and performance retailer.
GNC connects customers to their best selves by offering a
premium assortment of heath, wellness and performance products,
including protein, performance supplements, weight management
supplements, vitamins, herbs and greens, wellness supplements,
health and beauty, food and drink and other general merchandise.
This assortment features proprietary GNC and nationally recognized
third-party brands.
GNC's diversified, multi‑channel business model generates
revenue from product sales through company‑owned retail stores,
domestic and international franchise activities, third-party
contract manufacturing, e–commerce and corporate partnerships.
As of September 30, 2017, GNC
had approximately 9,000 locations, of which approximately 6,800
retail locations are in the United
States (including approximately 2,400 Rite Aid franchise
store–within–a–store locations) and franchise operations in
approximately 50 countries.
Forward‑Looking Statements Involving Known and Unknown Risks
and Uncertainties
This release contains certain forward‑looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
with respect to the Company's financial condition, results of
operations and business that is not historical information.
Forward‑looking statements can be identified by the use of
terminology such as "subject to," "believes," "anticipates,"
"plans," "expects," "intends," "estimates," "projects," "may,"
"will," "should," "can," the negatives thereof, variations thereon
and similar expressions, or by discussions regarding dividend,
share repurchase plan, strategy and outlook. While GNC
believes there is a reasonable basis for its expectations and
beliefs, they are inherently uncertain. The Company may not
realize its expectations and its beliefs may not prove correct.
Many factors could affect future performance and cause actual
results to differ materially from those matters expressed in or
implied by forward‑looking statements, including but not limited to
unfavorable publicity or consumer perception of the Company's
products; costs of compliance and any failure on management's part
to comply with new and existing governmental regulations governing
our products; limitations of or disruptions in the manufacturing
system or losses of manufacturing certifications; disruptions in
the distribution network; or failure to successfully execute the
Company's growth strategy, including any inability to expand
franchise operations or attract new franchisees, any inability to
expand company–owned retail operations, any inability to grow the
international footprint, any inability to expand the e‑commerce
businesses, or any inability to successfully integrate businesses
that are acquired. The Company undertakes no obligation to
publicly update or revise any forward–looking statement, whether as
a result of new information, future events or otherwise.
Actual results could differ materially from those described
or implied by such forward‑looking statements. For a listing
of factors that may materially affect such forward–looking
statements, please refer to the Company's Annual Report on Form
10–K for the year ended December 31,
2016.
Contacts:
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Investors:
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Tricia Tolivar,
Executive Vice President & Chief Financial Officer,
(412) 288-2029
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Amy N. Davis, Vice
President Corporate Controller and Treasurer,
(412) 288-4641
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Matt Milanovich,
Senior Director – Investor Relations, Analysis & Strategy,
(412) 402-7260
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SOURCE GNC Holdings, Inc.