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SECURITIES AND EXCHANGE COMMISSION

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Date of Report (Date of earliest event reported):

(Exact Name of Registrant as Specified in Charter)

300 Sixth Avenue

Pittsburgh, Pennsylvania 15222

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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Item 7.01. Regulation FD Disclosure.

On November 8, 2017, GNC Holdings, Inc. (the “Company”) issued a press release announcing that its wholly-owned subsidiary, General Nutrition Centers, Inc. (the “Issuer”) intends to offer, subject to market conditions and other considerations, senior secured notes due 2022 (the “Notes”). The Company intends to use the net proceeds from this offering, together with borrowings under a new senior secured term loan facility and new senior secured asset-based revolving credit facility, to prepay and terminate its existing credit facility and to pay related fees and expenses. The Notes will be guaranteed on a senior secured basis by the Issuer’s parent company, GNC Corporation, and by certain of the Issuer’s direct and indirect subsidiaries that are borrowers or guarantors under a new senior secured term loan facility and new senior secured asset-based revolving credit facility.

On November 8, 2017, the Company issued a press release announcing, among other things, the intention to offer the Notes by the Issuer. The full text of the press release is furnished hereto as Exhibit 99.1.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number Description

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

November 8, 2017 GNC HOLDINGS, INC.

By: /s/ Tricia K. Tolivar

Executive Vice President and


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