GNC Holdings, Inc. Prices Secondary Offering

PITTSBURGH, March 13, 2012 /PRNewswire/ -- GNC Holdings, Inc. (NYSE: "GNC") (the "Company"), a leading global specialty retailer of health and wellness products, today announced the pricing of the offering of 17.0 million shares of its Class A common stock to be sold exclusively by participating selling stockholders at a public offering price of $33.50 per share. 

(Logo:  http://photos.prnewswire.com/prnh/20110302/NE57701LOGO )

In addition, the participating selling stockholders have granted the underwriters a 30-day option to purchase up to an additional 2.55 million shares.  The Company is neither issuing nor selling any shares in the offering.  The offering is expected to close on March 19, 2012, subject to customary closing conditions.

J.P. Morgan Securities LLC and Goldman, Sachs & Co., along with Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, are acting as joint bookrunners for the offering, and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, William Blair & Company, L.L.C. and BMO Capital Markets Corp. are acting as co-managers.

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the shares referred to in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. A registration statement relating to these securities (File No. 333-179838) was filed and has been declared effective by the U.S. Securities and Exchange Commission.

The offering may be made only by means of a prospectus, copies of which may be obtained from:

J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: 1-866-803-9204

Goldman, Sachs & Co.
Prospectus Department
200 West Street
New York, NY 10282
Telephone: 1-866-471-2526, facsimile: 212-902-9316
or by emailing [email protected]

Deutsche Bank Securities
Attn: Prospectus Department
100 Plaza One, Floor 2
Jersey City, NJ 07311
Tel: 1-800-503-4611
Email: [email protected]

Morgan Stanley & Co. LLC
Attn: Prospectus Dept.
180 Varick Street, 2nd Floor
New York, NY 10014
Email: [email protected]
Telephone: 1-866-718-1649

About GNC

GNC Holdings, Inc., headquartered in Pittsburgh, Pa., is a leading global specialty retailer of health and wellness products, including vitamins, minerals, and herbal supplement products, sports nutrition products and diet products, and trades on the New York Stock Exchange under the symbol "GNC."

As of December 31, 2011, GNC has more than 7,600 locations, of which more than 5,900 retail locations are in the United States (including 924 franchise and 2,125 Rite Aid franchise store-within-a-store locations) and franchise operations in 53 countries (including distribution centers where retail sales are made).  The Company — which is dedicated to helping consumers Live Well — has a diversified, multi-channel business model and derives revenue from product sales through company-owned retail stores, domestic and international franchise activities, third-party contract manufacturing, e-commerce and corporate partnerships.  The Company's broad and deep product mix, which is focused on high-margin, premium, value-added nutritional products, is sold under GNC proprietary brands, including Mega Men®, Ultra Mega®, GNC Total Lean(TM), Pro Performance® and Pro Performance® AMP, and under nationally recognized third-party brands.

This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our 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 of strategy and outlook.  While the Company believes there is a reasonable basis for its expectations and beliefs, they are inherently uncertain, and the Company may not realize its expectations and its beliefs may not prove correct.  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 prospectus that is contained in the Company's registration statement on Form S-1 (File No. 333-179838) filed with the U.S. Securities and Exchange Commission.

Contacts:

Investors:
Michael M. Nuzzo, Executive Vice President and CFO
(412) 288-2029

or

Dennis Magulick, Senior Director – Treasury & Investor Relations
(412) 288-4632

Media:
Greg Miller
(212) 537-5177, x1
[email protected]

SOURCE GNC Holdings, Inc.