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哈药海购新进展: GNC解决信贷问题 双方交易继续

庶正康讯 2018-3-2  
庶正说

进步中的中国营养保健品行业,继原料工业之后已经开始在资本维度领导世界了。我们预计,未来通过深化供给侧改革,实现管理制度和产品科技的“弯道超车”,中国完全有可能主导世界营养健康产业有序发展、造福人类。


2月13日,GNC Holdings, Inc. (NYSE: GNC) 宣布:已与中国制药公司哈药集团控股有限公司 ( 下称“哈药集团” ) 达成战略合作协议和合资协议。依据协议条款,哈药集团将向GNC投资约3亿美金,成为GNC的唯一最大股东。作为双方战略合作的条件之一,GNC承诺修改某些条款并延长原定于2019年3月到期的现有定期贷款融资的到期日,设法将该到期日延后两年,至2021年3月

而就在近日传来好消息!

GNC于当地时间2月28日宣布,上述承诺已经兑现。此外,GNC取消其现有的循环信贷融资,订立新的1亿美元ABL Revolver,而部分长期贷款已兑换为ABL FILO定期贷款,连同若干新ABL FILO定期贷款,相当于本金总额2.75亿美元。上述ABL Revolver和ABL FILO贷款将分别于2022年8月和2022年12月到期。

GNC承诺的达成,符合哈药集团战略投资GNC的协议条件,双方均表示,将继续共同完成战略合作交易

自2010年上海光明食品集团欲全资收购GNC至今,庶正康讯已连续近八年时间关注和研判这起并购案,虽往往风生水起却终未见花落谁家!可以预见,如果此次并购最终完成,将是中国乃至世界营养健康产业发展史上一个重要标志性事件。

继续阅读

详情见下方英文原稿▼

GNC Successfully Completes Amendment And Extension Of Term Loan Facility

  • Agreement Extends Maturity and Increases Financial Flexibility

  • Closing Satisfies Refinancing Condition in Securities Purchase Agreement with Hayao

NEWS PROVIDED BY

GNC Holdings, Inc.

Feb 28, 2018, 16:09 ET

PITTSBURGH, Feb. 28, 2018 /PRNewswire/ -- GNC Holdings, Inc. (NYSE: GNC) (the "Company") today announced that the term lenders under GNC Nutrition Centers, Inc.'s ("GNC Nutrition") credit agreement have approved the extension of the maturity date of the term loans held by such lenders by two years to March 2021, subject to certain conditions, in addition to certain other modifications to the credit agreement.

In addition, GNC Nutrition has cancelled its existing revolving credit facility, entered into a new $100 million ABL Revolver and a portion of the extended term loans have been exchanged for ABL FILO term loans which, together with certain newly funded ABL FILO term loans, equal $275 million in aggregate principal amount.  The ABL Revolver and ABL FILO loans mature in August 2022 and December 2022, respectively, subject to certain conditions.

The completion of the amendment and extension process satisfies a condition to closing of the previously announced approximately $300 million strategic investment in the Company by Harbin Pharmaceutical Group Holding Co., Ltd ("Hayao"). Both parties are continuing to work together to complete the transaction.

"This amendment improves our financial flexibility and is an important milestone as we work to complete our transaction with Hayao," said Ken Martindale, chief executive officer of GNC. "We are very pleased with the strong support we received from our term loan lenders.  We remain focused on continuing to enhance the customer experience and deliver innovative products as we drive improved financial performance and long-term value for our stakeholders."

About Us

GNC Holdings, Inc. (NYSE: GNC) - Headquartered in Pittsburgh, PA - is a leading global specialty health, wellness and performance retailer.

GNC connects customers to their best selves by offering a premium assortment of heath, wellness and performance products, including protein, performance supplements, weight management supplements, vitamins, herbs and greens, wellness supplements, health and beauty, food and drink and other general merchandise. This assortment features proprietary GNC and nationally recognized third-party brands.

GNC's diversified, multi-channel business model generates revenue from product sales through company-owned retail stores, domestic and international franchise activities, third-party contract manufacturing, e-commerce and corporate partnerships. As of December 31, 2017, GNC had approximately 9,000 locations, of which approximately 6,700 retail locations are in the United States (including approximately 2,400 Rite Aid franchise store-within-a-store locations) and franchise operations in approximately 50 countries.

Additional Information About the Equity Investment and Where to Find It

This communication is being made in respect of the proposed transaction involving GNC and Hayao. A special stockholder meeting will be announced soon to obtain stockholder approval in connection with the proposed issuance of convertible perpetual preferred stock to Hayao. GNC expects to file with the Securities and Exchange Commission (the "SEC") a proxy statement and other relevant documents in connection with the proposed equity issuance. The definitive proxy statement will be sent or given to the shareholders of the Company and will contain important information about the proposed equity issuance and related matters. INVESTORS OF GNC ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GNC, HAYAO AND THE PROPOSED EQUITY ISSUANCE. Investors may obtain a free copy of these materials (when they are available) and other documents filed by GNC with the SEC at the SEC's website at www.sec.gov, at GNC's website at www.gnc.com or by sending a written request to GNC at GNC Holdings, Inc., 300 Sixth Avenue, Pittsburgh, Pennsylvania 15222, Attention: Secretary.

Forward-Looking Statements

This release 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 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 dividend, share repurchase plan, strategy and outlook. While GNC believes there is a reasonable basis for its expectations and beliefs, they are inherently uncertain. The Company may not realize its expectations and its beliefs may not prove correct. Many factors could affect future performance and cause actual results to differ materially from those matters expressed in or implied by forward-looking statements, including but not limited to (1) GNC may be unable to obtain stockholder approval as required for the equity issuance; (2) conditions to the closing of the transaction may not be satisfied and required regulatory approvals may not be obtained; (3) the transaction may involve unexpected costs, liabilities or delays; (4) the business of GNC may suffer as a result of uncertainty surrounding the transaction; (5) the outcome of any legal proceedings related to the transaction; (6) GNC may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the securities purchase agreement; or (8) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all. 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 listing of 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, 2016.

This document will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Participants in Solicitation

The Company and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the proposed equity issuance. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company's stockholders in connection with the proposed equity issuance will be set forth in the Company's definitive proxy statement for its special stockholder meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed equity issuance will be set forth in the definitive proxy statement when and if it is filed with the SEC in connection with the proposed equity issuance.

Contacts:

Investors: Matt Milanovich, Senior Director - Investor Relations, Analysis & Strategy, (412) 402-7260; or John Mills, Partner - ICR, (646) 277-1254

SOURCE GNC Holdings, Inc.

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