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GNC Holdings, Inc. Announces Secondary Offering And Share Repurchase

PITTSBURGH, Aug. 9, 2012 /PRNewswire/ -- GNC Holdings, Inc. (NYSE: GNC) (the "Company"), a leading global specialty retailer of health and wellness products, today announced an underwritten offering of 10 million shares of its Class A common stock to be sold by Ares Corporate Opportunities Fund II, L.P. ("Ares") and Ontario Teachers' Pension Plan Board ("OTPP").  The Company is neither issuing nor selling any shares in the offering.  The offering is expected to close on August 15, 2012, subject to customary closing conditions.  Goldman, Sachs & Co. is the sole underwriter for the offering.

(Logo: http://photos.prnewswire.com/prnh/20110302/NE57701LOGO )

In addition, the Company announced that it has agreed to repurchase six million shares of its Class A common stock directly from Ares, immediately following the closing of the offering. The share repurchase will be effected in a private, non-underwritten transaction at a price per share equal to the price per share being paid by the underwriter to Ares and OTPP in the offering. The Company expects to use borrowings under its incremental term loan facility and cash on hand to fund the share repurchase. Each of the closing of the share repurchase and the closing of the offering is conditioned on the other.

The share repurchase will be made pursuant to the Company's previously announced $300 million share repurchase program.  In addition to the six million shares being acquired by the Company in the share repurchase, since July 31, 2012 the Company has acquired 1.5 million shares under the share repurchase program in open market purchases.  As a result of the foregoing repurchases, the Company currently estimates that its diluted share count will be approximately 105 million for the full year 2012 and approximately 101 million at 2012 year end.

The Company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at: www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying prospectus relating to the offering, when available, may be obtained from:



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