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GNC HOLDINGS: Morris, Milbank Update on Crossover Lender Group

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In the Chapter 11 cases of GNC Holdings, Inc., et al., the law firms of Milbank LLP and Morris, Nichols, Arsht & Tunnell LLP submitted an amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Ad Hoc Group of Crossover Lenders that they are representing.

The Ad Hoc Group of Crossover Lenders of certain beneficial holders, or investment advisors or managers for the account of beneficial holders, of term loans under that certain Amended and Restated Term Loan Credit Agreement, dated as of February 28, 2018, among GNC Corporation, General Nutrition Centers, Inc., as borrower, the lenders and agents parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent; of DIP ABL FILO term loans under that certain Debtor-in-Possession Amended and Restated ABL Credit Agreement, dated as of June 26, 2020, among GNC Corporation, General Nutrition Centers, Inc., as borrower, the lenders parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent; and of new money loans and roll-up loans under that certain Debtor-in-Possession Term Loan Credit Agreement, dated as of June 26, 2020, among GNC Corporation, General Nutrition Centers, Inc., as borrower, the lenders parties thereto, and GLAS Trust Company LLC, as administrative agent and collateral agent.

In February 2020, the Ad Hoc Group of Crossover Lenders retained Milbank as counsel. From time to time thereafter, certain holders of Tranche B-2 Term Loans, DIP ABL FILO Term Loans, DIP New Money Term Loans, and/or DIP Roll-up Term Loans have joined the Ad Hoc Group of Crossover Lenders. In June 2020, the Ad Hoc Group of Crossover Lenders retained Morris Nichols as Delaware counsel.

Counsel represents the Ad Hoc Group of Crossover Lenders and does not represent or purport to represent any entities other than the Ad Hoc Group of Crossover Lenders in connection with these chapter 11 cases. In addition, neither the Ad Hoc Group of Crossover Lenders nor any member of the Ad Hoc Group of Crossover Lenders represents or purports to represent any other entities in connection with these chapter 11 cases.

As of Aug. 12, 2020, members of the Ad Hoc Group of Crossover Lenders and their disclosable economic interests are:

Apex Credit Partners LLC
520 Madison Ave, Floor 16
New York, NY 10022

* Tranche B-2 Term Loans: $3,771,167.14
* ABL FILO Term Loans: $2,524,427.83
* New Money Term Loans: $1,213,242.26
* Roll-Up Term Loans: $1,213,242.26

BlackRock Financial Management, Inc.
55 East 52nd Street
New York, NY 10055

* Tranche B-2 Term Loans: $21,286,582.28
* ABL FILO Term Loans: $6,233,401.65
* New Money Term Loans: $6,848,219.86
* Roll-Up Term Loans: $6,848,219.86

Corbin Capital Partners, L.P.
590 Madison Avenue, 31st Floor
New York, NY 10022

* Tranche B-2 Term Loans: $1,386,221.93
* ABL FILO Term Loans: $4,000,000.00
* New Money Term Loans: $445,968.84
* Roll-Up Term Loans: $445,968.84

First Eagle Private Credit, LLC
227 West Monroe Street Suite 3200
Chicago, IL 60606

* Tranche B-2 Term Loans: $1,477,629.63
* New Money Term Loans: $475,376.11
* Roll-Up Term Loans: $475,376.11

Franklin Advisers, Inc.
One Franklin Parkway Bldg 920/3rd floor
San Mateo, CA 94403

* Tranche B-2 Term Loans: $70,932,792.56
* ABL FILO Term Loans: $11,633,952.14
* New Money Term Loans: $25,893,282.43
* Roll-Up Term Loans: $25,893,282.43

HG Vora Capital Management, LLC
330 Madison Avenue, 20th Floor
New York, NY 10017

* Tranche B-2 Term Loans: $66,564,790.07
* ABL FILO Term Loans: $46,516,128.15
* New Money Term Loans: $24,298,725.35
* Roll-Up Term Loans: $24,298,725.35

Highland Capital Management
300 Crescent Court, Suite 700 Dallas, TX 75201

* Tranche B-2 Term Loans: $6,862,017.87
* ABL FILO Term Loans: $1,928,368.02
* New Money Term Loans: $2,207,616.34
* Roll-Up Term Loans: $2,207,616.34

HSBC Bank PLC
8 Canada Square
Canary Wharf
London E14 5HQ

* Tranche B-2 Term Loans: $5,058,974.63
* ABL FILO Term Loans: $5,045,542.93
* New Money Term Loans: $1,627,549.76
* Roll-Up Term Loans: $1,627,549.76

LibreMax Capital, LLC
600 Lexington Ave. 7th Floor
New York, NY 10022

* Tranche B-2 Term Loans: $22,899,129.95

Marble Ridge Capital LP
1250 Broadway, Suite 2601
New York, NY 10001

* Tranche B-2 Term Loans: $32,390,460.00
* ABL FILO Term Loans: $18,187,209.67
* New Money Term Loans: $11,827,727.00
* Roll-Up Term Loans: $11,823,725.89

MGG Investment Group LP
One Penn Plaza, 53rd Floor
New York, NY 10119

* Tranche B-2 Term Loans: $2,510,645.78
* ABL FILO Term Loans: $3,000,000.00
* New Money Term Loans: $807,713.23
* Roll-Up Term Loans: $807,713.23

Serengeti Asset Management, LP
632 Broadway, 12th Floor
New York, NY 10012

* Tranche B-2 Term Loans: $10,465,772.22
* ABL FILO Term Loans: $5,346,504.00
* New Money Term Loans: $3,366,999.37
* Roll-Up Term Loans: $3,366,999.37

Tor Investment Management (Hong Kong) Limited
19/F, Henley Building
5 Queen’s Road Central
Hong Kong

* Tranche B-2 Term Loans: $45,846,214.11
* ABL FILO Term Loans: $40,651,849.79
* New Money Term Loans: $16,735,604.35
* Roll-Up Term Loans: $16,735,604.35

Counsel for the Ad Hoc Group of Crossover Lenders can be reached at:

MORRIS, NICHOLS, ARSHT & TUNNELL LLP
Robert J. Dehney, Esq.
Matthew B. Harvey, Esq.
Paige N. Topper, Esq.
Taylor M. Haga, Esq.
1201 North Market Street, 16th Floor
P.O. Box 1347
Wilmington, DE 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
Email: rdehney@mnat.com
mharvey@mnat.com
ptopper@mnat.com
thaga@mnat.com

– and –

MILBANK LLP
Mark Shinderman, Esq.
Daniel B. Denny, Esq.
Jordan Weber, Esq.
2029 Century Park East, 33rd Floor
Los Angeles, CA 90067-3019
Telephone: (424) 386-4000
Facsimile: (213) 629-5063
Email: mshinderman@milbank.com
ddenny@milbank.com
jweber@milbank.com

A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/ULlkt6 and https://is.gd/FPQPku

About GNC Holdings

GNC Holdings Inc. is a global health and wellness brand with a diversified omni-channel business. In its stores and online, GNC Holdings sells an assortment of performance and nutritional supplements, vitamins, herbs and greens, health and beauty, food and drink, and other general merchandise, featuring innovative private-label products as well as nationally recognized third-party brands, many of which are exclusive to GNC Holdings. Visit www.gnc.com/ for more information.

GNC Holdings and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11662) on
June 23, 2020. Debtors disclosed $1,415,957,000 in assets and
$895,022,000 in liabilities as of March 31, 2020.

Judge Karen B. Owens oversees the cases.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham & Watkins, LLP as legal counsel; Evercore Group, LLC as investment banker and financial advisor; FTI Consulting, Inc., as financial advisor; and Prime Clerk as claims and noticing agent. Torys LLP is the legal counsel in the Companies’ Creditors Arrangement Act case.

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