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, 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”).
As previously disclosed, on August 7, 2020, the Debtors entered into a Stalking Horse Agreement (as amended, 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 17, 2020, the Company (on behalf of itself and the other Debtors) and Harbin entered into the Fourth Amendment to Stalking Horse Agreement (the “Fourth Amendment”), pursuant to which, among other things: (a) the aggregate amount of junior notes payable to the Debtors’ unsecured creditors was increased from $10 million to $20 million, $15 million of which will be issued as convertible junior notes and $5 million of which will be issued as non-convertible junior notes, (b) the additional conditions precedent to the issuance of such junior notes pursuant to the Debtors’ plan of reorganization to the unsecured creditors were removed and (c) Harbin agreed to assume at least 1,400 of the Debtors’ real property leases for retail stores at the Closing (provided, that Harbin has no obligation to continue to operate those stores after the Closing).
The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fourth Amendment, which has been filed with the Bankruptcy Court and is attached as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
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 the Company’s Chief Executive Officer, Ken Martindale and its Chief Global Officer, Carl Seletz, at or prior to the Closing.
| Item 8.01 | Other Events. |
On September 18, 2020, the Bankruptcy Court entered an Order (I) Authorizing and Approving (A) The Sale of Substantially all of 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 Agreement. On September 22, 2020, the Ontario Superior Court of Justice (Commercial List) entered an order recognizing the Sale Order in Canada.
Additional information about the Chapter 11 Cases, including access to Bankruptcy Court documents including the Sale Order, 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 web site is not incorporated by reference into, and does not constitute part of, this Current Report on Form 8-K.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company’s financial condition, results of operations and business that is not historical information. Forward-looking statements can often 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 the Company’s strategy and outlook. While the Company believes there is a reasonable basis for its expectations and beliefs, they are inherently uncertain and subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other things: the
highly competitive industry in which we operate; unfavorable publicity or consumer perception of our 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 disease outbreaks; material claims or product recalls; regulatory compliance; the value of our brand name; privacy 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 Chapter 11 Cases and the Company’s filing for relief under Chapter 11; and tax rate risks. 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 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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following materials are furnished as exhibits to this Current Report on Form 8-K:
Exhibit | Description | |
| 10.1 | *Fourth Amendment to Stalking Horse Agreement, dated September 17, 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 | ||||
| Name: | Tricia K. Tolivar | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
