GNC Exchanges $98.9 Million of Its Convertible Senior Notes due 2020 for Shares of Its Common Stock

Davis Polk advised the financial adviser to GNC Holdings, Inc. in connection with the company’s offer to certain existing holders of its outstanding 1.50% convertible senior notes due 2020 (the “Existing Notes”) to exchange, in privately negotiated transactions, $98,935,000 aggregate principal amount of the Existing Notes for an aggregate of 14,626,473 newly issued shares of the company’s Class A common stock, $0.001 par value per share, together with approximately $500,000 in cash, representing accrued and unpaid interest on the 2020 notes being exchanged.

Based in Pittsburgh, Pennsylvania, GNC is a global specialty health, wellness and performance retailer. GNC offers a premium assortment of vitamins, minerals, herbal supplements, diet, sports nutrition and protein products. This assortment features proprietary GNC brands, including Mega Men, Ultra Mega, Total Lean, Pro Performance, Pro Performance AMP, Beyond Raw, GNC Puredge, GNC GenetixHD, Herbal Plus and under nationally recognized third party brands.

The Davis Polk capital markets team included partner Michael Kaplan and associates Pedro J. Bermeo and Leigh Katz. The equity derivatives team included partner Ray Ibrahim and associates Mark J. DiFiore and Hanbing Zhang. Partner Mario J. Verdolini provided tax advice. All members of the Davis Polk team are based in the New York office.