GNC Holdings, certain of its North American entities, certain of its secured lenders and key stakeholders reached an agreement to pursue a dual-path process that will allow the company to restructure its balance sheet and accelerate its business strategy through Chapter 11 of the U.S. Bankruptcy Code. GNC expects the Chapter 11 process will benefit its stakeholders and best position the company for long-term success. U.S. and international franchise partners and all corporate operations in Ireland are separate legal entities and are not a part of the filing.
GNC expects that the support of the company’s creditors will enable it to emerge from this process expeditiously. GNC is entering this dual-path process with a signed restructuring support agreement that is executed by more than 92% of term lenders and 87% of ABL FILO lenders (collectively, the supporting secured lenders). The company and these supporting secured lenders reached an agreement on a pre-arranged standalone plan of reorganization.
Additionally, GNC, a majority of the supporting secured lenders and Harbin Pharmaceutical Group, an affiliate of GNC’s largest shareholder, also reached an agreement in principle for the sale of the company’s business. The term sheet documenting that agreement outlines a $760 million purchase price for the sale transaction, which would be executed through a court-supervised auction process at which higher and better bids may be presented. The sale transaction is subject to mutually acceptable definitive documentation. In support of the proposed sale path, GNC commenced a comprehensive marketing process for its business. If the sale transaction is timely consummated as outlined, it would be implemented instead of the standalone plan transaction.
GNC’s largest vendor and a joint venture partner, IVC, is working with the company to ensure a continued supply of products to the company and the advance of the proposed sale of GNC’s business.
With the support of its lenders and key stakeholders, GNC expects to confirm a standalone plan of reorganization or consummate a sale that will enable the business to exit from this process in the fall of this year.
GNC secured approximately $130 million in additional liquidity through a commitment from certain of its term lenders to provide $100 million in “new money” debtor-in-possession financing and approximately $30 million to come from certain modifications to the existing ABL credit agreement.
GNC’s case is being heard in the U.S. Bankruptcy Court for the District of Delaware. In the coming days, the company expects to file in the applicable Canadian court seeking recognition of the U.S. Chapter 11 proceeding.
Latham & Watkins, FTI Consulting and Evercore are advising GNC in this process. The company retained the Bank of China Limited Macau Branch as debt advisor with respect to certain sale-related financing.
White & Case, Clifford Chance and Junhe are advising Harbin Pharmaceutical Group.
Milbank and Houlihan Lokey are advising an ad hoc group of supporting senior lenders consisting of term lenders and ABL FILO lenders. Paul, Weiss, Rifkind, Wharton & Garrison and AlixPartners are representing an ad hoc group of supporting senior lenders consisting of ABL FILO lenders.
Sidley Austin is advising IVC.
GNC is a global health and wellness brand. GNC and all of its subsidiaries remain open for business.