GNC receives consents for 8 5/8%, 8½%, floating-rate PIK notes, announces pricing

New York, March 5 - GNC Parent Corp. and General Nutrition Centers, Inc. said they received the necessary consents to amend the $425 million outstanding principal amount at maturity of GNC's floating-rate senior pay-in-kind notes due 2011 and General Nutrition Centers' $150 million outstanding 8 5/8% senior notes due 2011 and $215 million outstanding 8½% senior subordinated notes due 2010.

The companies have executed supplemental indentures which will become operative when they buy the notes.

In addition, GNC and General Nutrition said pricing has been fixed on the notes.

For the 8 5/8% notes, the payment is $1,066.40 per $1,000 principal amount, including the $30 consent payment while for the 8½% notes the payment is $1,061.35 per $1,000 principal amount, again including the $30 consent payment.

The tender consideration and consent fee for the floating-rate PIK notes were not disclosed.

GNC and General Nutrition announced on Feb. 16 that they had begun cash tender offers for the $425 million outstanding principal amount at maturity of GNC's floating-rate senior pay-in-kind notes due 2011 and General Nutrition Centers' $150 million outstanding 8 5/8% senior notes due 2011 and $215 million outstanding 8½% senior subordinated notes due 2010.

The companies are also soliciting consents to amend the indentures governing the notes to eliminate substantially all of the restrictive covenants and some events of default.

The offers will expire at midnight ET on March 15, according to a company news release.

For each $1,000 principal amount of General Nutrition Centers notes, the tender consideration was be determined using the U.S. Treasury benchmark - the 4 3/8% U.S. Treasury notes due Dec. 31, 2007 for the 8 5/8% notes and the 4¼% U.S. Treasury note due Nov. 30, 2007 for the 8½% notes - plus 50 basis points. The company will also pay accrued interest.

Noteholders who tendered their 8 5/8% notes or 8½% notes before 5 p.m. ET on March 1, the consent deadline, will also receive a $30.00 consent fee per $1,000 principal amount of notes.

The tender offer for each series of notes is conditioned upon the substantially concurrent consummation of the merger of GNC Acquisition Inc. with and into GNC and the receipt of consents from holders of a majority of that series of notes, according to the release.

J.P. Morgan Securities Inc. (800 245-8812) and Goldman, Sachs & Co. (800 828-3182) are the dealer managers and solicitation agents, and MacKenzie Partners, Inc. (800 322-2885 or 212 929-5500) is the information agent.

GNC is the parent company of General Nutrition Centers, Inc., a Pittsburgh-based nutritional supplements retailer.

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