To the extent required, the information included in Item 7.01 of this Current Report on
Form 8-K is incorporated into this Item 8.01.
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
Companys 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 Companys products; costs of compliance and any failure on managements 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 Companys 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 Companys Annual Report on Form
10-K
for the year ended December 31, 2016.
GNC cannot provide any assurances about the timing, terms or interest rate associated with the proposed
amendments to the Credit Agreement, or that any agreement will ultimately be reached. 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.
Additional Information About the Equity Investment and Where to Find It
As previously disclosed in the Companys Current Report on Form
8-K
filed on February 13, 2018, the Company
entered into a Securities Purchase Agreement by and between the Company and Harbin Pharmaceutical Group Holdings Co., Ltd. (the Investor), pursuant to which the Company agreed to issue and sell to the Investor, and the Investor agreed to
purchase from the Company shares of a newly created series of convertible perpetual preferred stock of the Company, designated as Series A Convertible Preferred Stock. This communication is being made in respect of the proposed
transaction involving the Company and the Investor. A special stockholder meeting will be announced soon to obtain stockholder approval in connection with the proposed issuance of Convertible Preferred Stock to the Investor. 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, THE INVESTOR AND THE PROPOSED ISSUANCE OF CONVERTIBLE PREFERRED STOCK. Investors may obtain a free copy of these materials (when they are available) and other
documents filed by GNC with the SEC at the SECs website at www.sec.gov, at the Companys 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.
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 issuance of convertible preferred shares. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Companys
stockholders in connection with the proposed issuance of convertible preferred shares will be set forth in the Companys 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 issuance of convertible preferred shares will be set forth in the definitive proxy statement when and if it is filed with the SEC in connection with the proposed issuance of convertible
preferred shares.