UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): ~~September 17~~October 7, 2020

GNC HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35113

20-8536244

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Class A common stock, par value $0.001 per share

GNCIQ

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 ☐

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. ☐

On June 30, 2020, the issuer’s common stock was suspended from trading on the New York Stock Exchange (the “NYSE”). Effective July 1, 2020, trades in the issuer’s common stock began being quoted on the OTC Pink Marketplace under the symbol “GNCIQ.” On July 1, 2020, the NYSE filed a Form 25 to delist the issuer’s common stock and to remove it from registration under Section 12(b) of the Exchange Act.

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed, on June 23, 2020, GNC Holdings, Inc. (the “Company”) and certain of its subsidiaries (collectively with the Company, the “Debtors”) commenced voluntary cases under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors’ Chapter 11 proceedings are jointly administered under the caption In re GNC Holdings, Inc., et al. (the “Chapter 11 Cases”). Additional information about the Chapter 11 Cases, including access to Bankruptcy Court documents, is available online at http://cases.primeclerk.com/GNC, a website administered by Prime Clerk, a third party bankruptcy claims and noticing agent. The information on this website is not incorporated by reference into, and does not constitute part of, this Current Report on Form 8-K.

AsAlso as previously disclosed, on August 7, 2020, the Debtors entered into a Stalking Horse Agreement (as amended from time to time, the “Stalking Horse Agreement”) with Harbin Pharmaceutical Group Holding Co., Ltd. (“Harbin”), pursuant to which Harbin agreed to acquire substantially all of the Debtors’ assets at the closing of the transactions contemplated therein (the “Closing”). On ~~September~~ 17October 7, 2020, the Company (on behalf of itself and the other Debtors) and Harbin entered into the ~~Fourth~~Fifth Amendment to Stalking Horse Agreement (the “~~Fourth~~Fifth Amendment”), pursuant to which, among other things:, the parties agreed (a) to modify certain provisions related to the ~~aggregate~~timing ~~amount~~and frequency of ~~junior~~the ~~notes~~distribution ~~payable~~of to the Debtors’ ~~unsecured~~remaining ~~creditors~~cash ~~was~~after ~~increased~~the ~~from~~Closing ~~$10 million~~and toafter ~~$20 million,~~the ~~$15 million~~Debtors ofhave ~~which~~completed ~~will~~the bewind-down ~~issued~~process asin ~~convertible~~the ~~junior~~Bankruptcy ~~notes~~Court; ~~and $5~~(b) ~~million~~that ofroyalty ~~which~~payments ~~will~~required to be ~~issued~~made aswith ~~non-convertible~~respect ~~junior~~to ~~notes~~the Company’s trademarks by counterparties under rejected contracts, constitute purchased assets under the Stalking Horse Agreement; (bc) ~~the~~to remove certain additional ~~conditions~~contracts ~~precedent~~and toleases from the ~~issuance~~list of ~~such~~agreements ~~junior~~to ~~notes~~be ~~pursuant~~assumed toby ~~the~~Harbin; ~~Debtors’~~(d) that ~~plan~~Harbin ofis ~~reorganization~~prohibited tofrom amending the ~~unsecured~~Company’s ~~creditors~~executive ~~were~~pay ~~removed~~policy ~~and~~for the first twelve (c12) ~~Harbin~~months ~~agreed~~after tothe ~~assume~~Closing atin ~~least~~any ~~1,400~~manner ofthat ~~the~~would ~~Debtors~~adversely impact a Transferred Employee’s ~~real~~(as ~~property~~defined ~~leases~~in ~~for~~the ~~retail~~Stalking ~~stores~~Horse atAgreement) amount of severance or the ~~Closing~~events qualifying a Transferred Employee for severance; and (~~provided,~~e) make ~~that~~additional ~~Harbin~~modifications ~~has~~and noclarifications ~~obligation~~with respect to ~~continue~~the toliabilities ~~operate~~being ~~those~~assumed ~~stores~~by ~~after~~Harbin, as further set forth in the ~~Closing)~~Fifth Amendment.

The foregoing description of the ~~Fourth~~Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the ~~Fourth~~Fifth Amendment, which has been filed with the Bankruptcy Court and is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Item 71.0102 ~~Regulation~~Termination FDof ~~Disclosure~~a Material Definitive Agreement.

OnAs ~~September~~previously disclosed, on February 1813, ~~2020~~2019, ~~Harbin~~the ~~notified~~Company entered into the ~~Company~~Amended inand ~~writing~~Restated ~~that~~Stockholders ~~pursuant~~Agreement toby ~~Section 7.10(a)~~and ofamong the ~~Stalking~~Company ~~Horse~~and ~~Agreement~~Harbin Pharmaceutical Group Co., ~~Harbin~~Ltd., ~~will~~a ~~not~~company beincorporated ~~making~~in anthe ~~offer~~People’s Republic of ~~employment~~China to(“Harbin Listco”), which sets forth, among other things, the Company’s ~~Chief~~and ~~Executive~~Harbin ~~Officer,~~Listco’s ~~Ken~~rights ~~Martindale~~ and ~~its~~obligations ~~Chief~~with ~~Global~~respect ~~Officer,~~to ~~Carl~~Harbin ~~Seletz,~~Listco’s atinvestment orin ~~prior~~the toSeries A Convertible Preferred Stock of the ~~Closing~~Company (the “Stockholders Agreement”).

~~Item~~On ~~8.01~~October 7, ~~Other~~2020, ~~Events~~the Company and Harbin Listco terminated the Stockholders Agreement in its entirety, without any continuing rights or obligations of the parties thereunder.

OnItem ~~September 18,~~2.01 ~~2020,~~Completion ~~the Bankruptcy Court entered an Order (I) Authorizing and Approving (A) The Sale~~ of ~~Substantially~~Acquisition ~~all~~or ofDisposition ~~the Debtors’ Assets Free and Clear~~ of All Liens, Claims, and Encumbrances and (B) The Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection Therewith, and (II) Granting Related Relief (the “Sale Order”), pursuant to which, among other things, the Bankruptcy Court approved the sale of substantially all of the Debtors’ assets to Harbin pursuant to the Stalking Horse AgreementAssets. ~~On September 22, 2020, the Ontario Superior Court of Justice (Commercial List) entered an order recognizing the Sale Order in Canada.~~

~~Additional~~On ~~information~~October 7, ~~about~~2020, the ~~Chapter~~Debtors 11and ~~Cases~~Harbin consummated the Closing, ~~including~~thereby ~~access~~completing tothe ~~Bankruptcy~~disposition ~~Court~~of ~~documents~~substantially ~~including~~all of the ~~Sale~~Debtors’ ~~Order,~~assets isin ~~available~~accordance ~~online~~with atthe ~~http://cases~~Stalking Horse Agreement.~~primeclerk.com/GNC,~~ The Closing was consummated through a ~~website~~series ~~administered~~of transactions contemplated by ~~Prime~~the ~~Clerk~~Stalking Horse Agreement, whereby, immediately prior to the Closing, the Debtors (a) transferred ~~third~~substantially ~~party~~all ~~bankruptcy~~of ~~claims~~their assets (other than their Canadian assets) to GNC Holdings, LLC, a Delaware limited liability company formed as a wholly owned subsidiary of the Company (“New GNC”) and ~~noticing~~(b) transferred ~~agent.~~substantially ~~The~~all ~~information~~of ontheir ~~this~~Canadian ~~web~~assets ~~site~~to isGNC ~~not~~Canada ~~incorporated~~Holdings byULC, ~~reference~~a ~~into~~Nova Scotia unlimited liability company formed as a wholly owned subsidiary of New GNC. At the Closing, ~~and~~Harbin, ~~does~~indirectly ~~not~~through ~~constitute~~ZT ~~part~~Biopharmaceutical LLC, a Delaware limited liability company and wholly owned subsidiary of Harbin, ~~this~~purchased ~~Current~~100% ~~Report~~of onthe ~~Form~~issued ~~8-K~~and outstanding equity interests in New GNC.

~~Forward~~Proceeds from the Closing are being used to, among other things, pay off (a) all amounts owing under the $100 million Debtor-~~Looking~~in-Possession ~~Statements~~Term Loan Credit Agreement, by and among GNC Corporation, General Nutrition Centers, Inc., GLAS Trust Company, LLC, as administrative agent and collateral agent, and the lenders party thereto, (b) the $100 million of roll-up term loans under the Amended and Restated Term Loan Agreement, dated as of February 28, 2018, among GNC Corporation, General Nutrition Centers, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, and (c) all amounts owing under the $275 million Debtor-in-Possession Amended and Restated ABL Credit Agreement, by and among GNC Corporation, General Nutrition Centers, Inc., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto.

~~This~~Following ~~Current~~the ~~Report~~Closing, onthe ~~Form~~Debtors ~~8-K~~will ~~contains~~seek ~~certain~~an ~~forward-looking~~order ~~statements~~from ~~within~~ the ~~meaning~~Bankruptcy ofCourt confirming the ~~Private~~Debtors’ ~~Securities~~Joint ~~Litigation~~Chapter ~~Reform~~11 ~~Act~~Plan of ~~1995~~Reorganization ~~with~~(the ~~respect~~“Plan”), pursuant to ~~the~~which, ~~Company’s~~among ~~financial~~other ~~condition~~things, ~~results~~the ofDebtors ~~operations~~expect ~~and~~to ~~business~~distribute ~~that~~approximately is(a) $126 million ~~not~~in ~~historical~~cash ~~information.~~(subject ~~Forward-looking~~to ~~statements~~reduction ~~can~~for ~~often~~certain amounts that may need to be ~~identified~~escrowed byin connection with the ~~use~~confirmation of ~~terminology~~the ~~such~~Plan) asand “$184 million in second lien notes (subject to,” ~~“believes,”~~increase ~~“anticipates,”~~to ~~“plans,”~~take ~~“expects,”~~account ~~“intends,”~~of ~~“estimates,”~~any ~~“projects,”~~cash ~~“may,”~~reduction ~~“will,”~~in ~~“should,”~~accordance ~~“can,”~~with the ~~negatives~~terms ~~thereof,~~of ~~variations~~the ~~thereon~~Stalking ~~and~~Horse ~~similar~~Agreement) ~~expressions,~~issued or by ~~discussions~~New ~~regarding~~GNC to the Company’s ~~strategy~~Tranche ~~and~~B-2 ~~outlook.~~term ~~While~~lenders (which, together with the ~~Company~~$100 million ~~believes~~term ~~there~~loan isroll-up adescribed ~~reasonable~~above, ~~basis~~would ~~for~~constitute ~~its~~an ~~expectations~~approximate ~~and~~recovery ~~beliefs,~~of ~~they~~$410 million ~~are~~to ~~inherently~~the ~~uncertain~~Company’s ~~and~~Tranche ~~subject~~B-2 toterm ~~significant~~lenders) ~~business,~~and ~~economic,~~(b) $4.5 million ~~competitive,~~in ~~regulatory~~cash and ~~other~~$20 million ~~risks,~~in ~~contingencies~~subordinated ~~and~~notes ~~uncertainties,~~to ~~most~~be ofissued ~~which~~by ~~are~~New ~~difficult~~GNC to ~~predict~~the ~~and~~Debtors’ ~~many~~unsecured ofcreditors. ~~which~~The ~~are~~Plan ~~beyond~~also ~~our~~contemplates ~~control.~~that ~~These~~all ~~risks,~~outstanding ~~contingencies~~shares of its common stock and ~~uncertainties~~preferred ~~relate~~stock ~~to,~~will ~~among~~be ~~other~~cancelled ~~things:~~under the Plan, with shareholders receiving no distributions thereunder.

Item ~~highly~~5.02 ~~competitive~~Departure ~~industry in which we operate; unfavorable publicity or consumer perception~~ of ~~our~~Directors products; product innovation; our exploration of new strategic initiatives; our manufacturing operations; relationships with our vendors; our distribution network and inventory management; our ability to develop and maintain a relevant omni-channel experience for our customers; the performance of, and our relationships with, our franchisees; the location of our stores; availability of raw materials; risks related to COVID-19 (novel coronavirus) and its impacts on our markets (including decreased customer traffic at malls and other places our stores are located); general economic conditions; the risk of delays, interruptions and disruptions in our global supply chain, including disruptions in supply due to COVID-19 (novel coronavirus) or ~~other~~Certain ~~disease outbreaks~~Officers; ~~material~~Election ~~claims or product recalls; regulatory compliance; the value~~ of ~~our brand name~~Directors; ~~privacy~~Appointment ~~protection and cyber-security; our current debt profile and risks related to our capital structure; possible joint ventures; our key executives and employees; insurance; the timing and outcome~~ of ~~the~~Certain ~~Chapter 11 Cases and the Company’s filing for relief under Chapter 11~~Officers; ~~and~~Compensatory ~~tax~~Arrangements ~~rate risks. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result~~ of ~~new~~Certain ~~information, future events or otherwise~~Officers. Actual results could differ materially from those described or implied by such forward-looking statements. For a more detailed discussion of important 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, 2019 and the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2020.

In connection with and effective as of the Closing, each of Yong Kai Wong, Hsing Chow, Alan Wan, Michele S. Meyer and Rachel Lau are resigning from the board of directors of the Company (the “Board”) and any committees of the Board on which they served.

In addition, each of Tricia K. Tolivar (Executive Vice President, Chief Financial Officer), Joshua Burris (Chief US Officer), Susan M. Canning (Senior Vice President, General Counsel and Corporate Secretary), Cameron Lawrence (Senior Vice President, Chief Accounting Officer), Ryan Ostrom (Chief Brand Officer), and Steve Piano (Senior Vice President, Chief Human Resources Officer) resigned from their respective executive officer positions with the Company and other positions they hold with the Company’s subsidiaries, effective as of the close of business on the date hereof, and assumed employment positions with New GNC.

As previously disclosed, on September 18, 2020, Harbin notified the Company in writing that pursuant to Section 7.10(a) of the Stalking Horse Agreement, Harbin will not be making an offer of employment to Kenneth A. Martindale, the Company’s Chief Executive Officer, and Carl Seletz, the Company’s Chief Global Officer. Accordingly, pursuant to Section 7.10(b) of the Stalking Horse Agreement, the Company has terminated Mr. Martindale’s and Mr. Seletz’s employment with the Company, effective immediately prior to the Closing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

The following materials are furnished as exhibits to this Current Report on Form 8-K:

ExhibitNo.		Description
10.1		*FourthFifth Amendment to Stalking Horse Agreement, dated ~~September~~October 177, 2020.
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

* Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GNC HOLDINGS, INC.
Date: September 23, 2020	By:	/s/ Tricia K. Tolivar
Date: October 7, 2020	By:	/s/ Tricia K. Tolivar
	Name:	Tricia K. Tolivar
	Title:	Executive Vice President and Chief Financial Officer

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