Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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As previously disclosed, since February 2, 2018, the Company has been negotiating with certain lenders holding, in the aggregate,
approximately 44% of the outstanding aggregate principal amount of the term loans (the Ad Hoc Group) under the credit agreement (the Existing Credit Agreement) dated as of November 26, 2013, among GNC Corporation (the
Parent), General Nutrition Centers, Inc. (the Borrower), the several banks and other financial institutions or entities parties thereto as lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties
thereto, , among other things, an amendment and restatement of the Existing Credit Agreement.
As further previously disclosed, subject to
definitive documentation, the Ad Hoc Group has indicated its support with respect to the following transactions (the Transactions and the closing date of such Transactions, the Closing Date): (i) the amendment and restatement
of the Existing Credit Agreement in order to, among other things, extend the Tranche B Term Loan Maturity Date (as defined in the Existing Credit Agreement) with respect to the term loans of consenting term loan lenders (such term loans of
consenting lenders, the Extended Term Loans) to the earlier to occur of (1) March 4, 2021, (2) May 16, 2020, which is the date that is 91 days prior to the stated maturity of the 1.50% Convertible Senior Notes due
August 15, 2020 (the Convertible Senior Notes) under that certain indenture dated as of August 10, 2015 among GNC Holdings, Inc., Parent, the Borrower, the other subsidiaries of the Borrower party thereto, and Bank of New York
Mellon Trust Company, N.A., as trustee, unless (in the case of this clause (2)), all amounts exceeding $50,000,000 of the Convertible Senior Notes have been either (x) refinanced with indebtedness maturing later than 90 days after the maturity
date of the Extended Term Loans or (y) repaid, discharged, prepaid, or converted, in each case, prior to such date other than with the proceeds of any indebtedness maturing earlier than 91 days after the maturity date of the Extended Term Loans
and (3) if the Convertible Senior Notes are refinanced with indebtedness maturing between August 10, 2020 and March 4, 2021, 91 days prior to such later maturity date, (ii) the termination of the Revolving Credit
Commitment and repayment in full of the outstanding Revolving Credit Loans (each as defined in the Existing Credit Agreement), (iii) the repayment of a portion of the existing term loans that are extended as described above and
(iv) the entry into of (a) a new asset-based term loan facility advanced on a
first-in,
last-out
basis in an aggregate principal amount of
$275,000,000 (the FILO Term Loans) with a maturity date of the earlier to occur of (1) December 31, 2022, (2) May 16, 2020, unless (in the case of this clause (2)) the Convertible Senior Notes have been either
(x) refinanced with indebtedness maturing later than 90 days after the maturity date of the FILO Term Loans or (y) repaid, discharged, prepaid, or converted, in each case, prior to such date other than with the proceeds of any indebtedness
maturing earlier than 91 days after the maturity date of the FILO Term Loans (any such repayment, discharge, prepayment, refinancing, or conversion, the Existing Indenture Discharge) and (3) if the Convertible Senior Notes are
refinanced with indebtedness maturing between August 10, 2020 and December 31, 2022, 91 days prior to such later maturity date and (b) a new asset-based revolving credit facility in an aggregate principal amount of up to $100,000,000
with a maturity date of the earlier to occur of (1) the date that is four and
one-half
years after the Closing Date, (2) May 16, 2020 unless (in the case of this clause (2)) the Existing
Indenture Discharge has occurred and (3) if the Convertible Senior Notes are refinanced with indebtedness maturing between August 10, 2020 and the date that is four and
one-half
years after the
Closing Date, 91 days prior to such later maturity date.
In connection with the Transactions, the Company filed a Current Report on Form
8-K
on the afternoon of February 13, 2018, including substantially final term sheets (the Substantially Final Term Sheets) summarizing the terms of the Transactions. At the end of the day on
February 13, 2018, the Company agreed on the final terms of the term sheets (the Final Term Sheets) with the Ad Hoc Group.
Accordingly, the Company is providing the Final Term Sheets as Exhibit 99.1 hereto. The foregoing description of the Transactions is qualified in its entirety by reference to the Final Term
Sheets. Copies of the Final Term Sheets are filed herewith as Exhibit 99.1 and incorporated herein by reference.