Form 8-K GNC HOLDINGS, INC. For: Nov 08
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________________________________________________
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):
November 8, 2017
GNC HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware (State of Incorporation) | 001-35113 (Commission File Number) | 20-8536244 (IRS Employer Identification No.) |
300 Sixth Avenue
Pittsburgh, Pennsylvania 15222
(Address of principal executive offices, including zip code)
(412) 288-4600
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
[ ] 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
______________________________________________________________________________
Item 7.01. Regulation FD Disclosure.
On November 8, 2017, GNC Holdings, Inc. (the “Company”) issued a press release announcing 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”). 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. 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.
On November 8, 2017, the Company issued a press release announcing, among other things, the intention to offer the Notes by the Issuer. The full text of the press release is furnished hereto as Exhibit 99.1.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number Description
99.1 Press Release, dated November 8, 2017
SIGNATURE
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.
November 8, 2017 GNC HOLDINGS, INC.
By: /s/ Tricia K. Tolivar
Tricia K. Tolivar
Executive Vice President and
Chief Financial Officer
Exhibit Index
Exhibit Number | Description | |
99.1 | ||
GNC Announces Proposed Senior Secured Notes Offering
PITTSBURGH, November 8, 2017 - 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:
Investors: Tricia Tolivar, Executive Vice President & Chief Financial Officer, (412) 228-2029
Amy N. Davis, Vice President Corporate Controller and Treasurer, (412) 288-4641
Matt Milanovich, Senior Director - Investor Relations, Analysis & Strategy , (412) 402-7260
SOURCE: GNC Holdings, Inc.
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