GNC Corporation Announces $325 Million Senior Note Offering and Exploration of Strategic Alternatives

Nov 03, 2006, 00:00 ET from GNC Corporation

    PITTSBURGH, Nov. 3 /PRNewswire/ -- GNC Corporation ("GNC"), the largest
 global specialty retailer of nutritional supplements, today announced that
 GNC Parent Corporation ("Parent," and, together with GNC, the "Company"), a
 newly formed holding company that controls GNC, intends to offer, subject
 to market conditions, $325 million in aggregate principal amount of
 floating rate senior PIK notes due 2011 (the "Notes"). The Notes will be
 offered to qualified institutional buyers pursuant to Rule 144A under the
 Securities Act of 1933, as amended (the "Securities Act"), and to persons
 outside the United States under Regulation S of the Securities Act. The
 pricing and terms of the Notes are to be determined.
     The Notes will be senior unsecured obligations of Parent. The proceeds
 from the sale of the Notes, together with cash on hand, will be used to
 redeem GNC's outstanding Series A preferred stock; to repay a portion of
 the indebtedness of General Nutrition Centers, Inc. ("Centers"), a wholly
 owned subsidiary of the Company, under Centers' senior term loan facility;
 to pay a dividend to the common stockholders of Parent; and to pay
 transaction-related fees and expenses.
     The Notes have not been registered under the Securities Act and, unless
 so registered, may not be offered or sold in the United States absent
 registration or an applicable exemption from, or in a transaction not
 subject to, the registration requirements of the Securities Act and other
 applicable securities laws.
     GNC today also announced that the Company has decided to explore
 strategic alternatives to enhance stockholder value, including a possible
 sale of the Company or an initial public offering of shares of common stock
 by Parent. GNC previously filed a Form S-1 registration statement with the
 SEC for an initial public offering of common shares, which was postponed in
 August 2006. The registration statement has not been withdrawn. There can
 be no assurance that the exploration of strategic alternatives will result
 in the completion of any transaction. The Company does not intend to
 disclose developments with respect to the exploration of strategic
 alternatives unless and until the board of directors of the Company has
 approved a specific transaction.
     This press release does not constitute an offer to sell or the
 solicitation of an offer to buy, nor shall there be any sale of the Notes
 in any jurisdiction in which such offer, solicitation or sale would be
 unlawful prior to registration or qualification under the securities laws
 of any such jurisdiction. This press release is being issued pursuant to
 and in accordance with Rule 135c under the Securities Act.
     GNC, headquartered in Pittsburgh, Pa., is the largest global specialty
 retailer of nutritional products; including vitamin, mineral, herbal and
 other specialty supplements and sports nutrition, diet and energy products.
 GNC has more than 4,800 retail locations throughout the United States
 (including more than 1,000 franchise and more than 1,200 Rite Aid
 store-within-a-store locations) and franchise operations in 46
 international markets.

SOURCE GNC Corporation