GNC HOLDINGS, INC. (NYSE:GNC) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure

On February23, 2018, GNC Holdings, Inc. (the “Company”) issued a press release announcing the Company has received indications of support from approximately 87% of term lenders under GNC Nutrition Centers, Inc.’s credit agreement to extend the maturity date of the term loans held by such lenders to March 2021 and to make certain other modifications to the credit agreement. A copy of the Company’s press release containing such announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The foregoing information (including Exhibit 99.1) is furnished to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act, except as may be expressly set forth by specific reference in such filing.

Additional Information About the Equity Investment and Where to Find It

This communication is being made in respect of the proposed transaction involving the Company and Harbin Pharmaceutical Group Holdings Co., Ltd. (“Hayao”). A special stockholder meeting will be announced soon to obtain stockholder approval in connection with the proposed issuance of convertible perpetual preferred stock to Hayao. The Company expects to file with the Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant documents in connection with the proposed equity issuance. The definitive proxy statement will be sent or given to the shareholders of the Company and will contain important information about the proposed equity issuance and related matters. INVESTORS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, HAYAO AND THE PROPOSED EQUITY ISSUANCE. Investors may obtain a free copy of these materials (when they are available) and other documents filed by the Company with the SEC at the SEC’s website at www.sec.gov, at GNC’s website at www.gnc.com or by sending a written request to the Company at GNC Holdings, Inc., 300 Sixth Avenue, Pittsburgh, Pennsylvania 15222, Attention: Secretary.

Forward-Looking Statements

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 the Company 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 (1)the Company may be unable to obtain stockholder approval as required for the equity issuance; (2)conditions to the closing of the transaction may not be satisfied and required regulatory approvals may not be obtained; (3)the transaction may involve unexpected costs, liabilities or delays; (4)the business of the Company may suffer as a result of uncertainty surrounding the transaction; (5)the outcome of any legal proceedings related to the transaction; (6)the Company may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (7)the occurrence of any event, change or other

circumstances that could give rise to the termination of the securities purchase agreement; or (8)other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all. 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 December31, 2016.

This document will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Participants in Solicitation

The Company and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the proposed equity issuance. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the proposed equity issuance will be set forth in the Company’s definitive proxy statement for its special stockholder meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed equity issuance will be set forth in the definitive proxy statement when and if it is filed with the SEC in connection with the proposed equity issuance.

Item 7.01 Other Events.

To the extent required, the information included in Item 7.01 of this Current Report on Form 8-K is incorporated into this Item 7.01.

Item 7.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

GNC HOLDINGS, INC. Exhibit
EX-99.1 2 d514043dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 GNC PROVIDES UPDATE ON AMEND AND EXTEND PROCESS Company has received consents to the amendment from approximately 87% of lenders PITTSBURGH,…
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About GNC HOLDINGS, INC. (NYSE:GNC)

GNC Holdings, Inc. is a specialty retailer of health, wellness and performance products, including vitamins, minerals and herbal supplement products (VMHS), sports nutrition products and diet products. The Company operates in three segments: Retail, Franchising and Manufacturing/Wholesale. The Retail segment includes sales of products to customers at its company-owned stores in the United States, Canada, Puerto Rico and Ireland and through its Websites, GNC.com and LuckyVitamin.com. Its Franchise segment consists of its domestic and international franchise operations. Its Manufacturing/Wholesale segment consists of its manufacturing operations in South Carolina and its wholesale sales business. The Company’s brands include Mega Men, Ultra Mega, Total Lean, Pro Performance and Pro Performance AMP, Beyond Raw, GNC Puredge, GNC GenetixHD and Herbal Plus. The Company offers products through GNC.com, LuckyVitamin.com and www.drugstore.com.