Exhibit 10.2
FINAL VERSION
CONFIDENTIAL - SUBJECT TO FRE 408 AND APPLICABLE LAW EQUIVALENTS
THIS TERM SHEET AND THE INFORMATION CONTAINED HEREIN ARE STRICTLY PRIVATE AND
CONFIDENTIAL AND ARE NOT TO BE DISCLOSED OR RELIED UPON IN ANY MANNER WHATSOEVER
WITHOUT THE PRIOR WRITTEN CONSENT1 OF HARBIN PHARMACEUTICAL GROUP HOLDING CO.,
LTD. ("HAYAO"). THIS TERM SHEET IS FOR DISCUSSION AND SETTLEMENT PURPOSES AND IS
SUBJECT TO THE PROVISIONS AND PROTECTIONS OF RULE 408 OF THE FEDERAL RULES OF
EVIDENCE AND OTHER SIMILAR APPLICABLE STATUTES OR DOCTRINES PROTECTING AGAINST
THE DISCLOSURE OF CONFIDENTIAL INFORMATION AND INFORMATION EXCHANGED IN THE
CONTEXT OF SETTLEMENT DISCUSSIONS (IN EACH CASE, WHETHER LEGAL, EQUITABLE, OR
OTHERWISE AND WHETHER FEDERAL, STATE, OR OTHERWISE). NOTHING IN THIS TERM SHEET
IS (NOR SHALL IT BE CONSTRUED AS) AN ADMISSION OF FACT OR LIABILITY, A
STIPULATION OR A WAIVER, OR BINDING ON HAYAO. EACH STATEMENT CONTAINED HEREIN IS
MADE WITHOUT PREJUDICE, WITH A FULL RESERVATION OF ALL RIGHTS, REMEDIES, CLAIMS
AND DEFENSES. THIS TERM SHEET IS NOT (NOR SHALL IT BE CONSTRUED AS) (I) AN OFFER
OR A SOLICITATION OF AN OFFER WITH RESPECT TO ANY SECURITY, OPTION, COMMODITY,
FUTURE, LOAN OR CURRENCY, (II) A COMMITMENT TO UNDERWRITE ANY SECURITY, TO LOAN
ANY FUNDS OR TO MAKE ANY INVESTMENT, OR (III) A SOLICITATION OF ACCEPTANCE OR
REJECTION OF A CHAPTER 11 PLAN OF REORGANIZATION PURSUANT TO THE BANKRUPTCY
CODE. ANY SUCH OFFER OR SOLICITATION WILL BE MADE ONLY IN COMPLIANCE WITH ALL
APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, SECURITIES LAWS AND PROVISIONS
OF THE BANKRUPTCY CODE). THIS TERM SHEET AND THE TRANSACTIONS DESCRIBED HEREIN
ARE SUBJECT IN ALL RESPECTS TO, AMONG OTHER THINGS, NEGOTIATION, EXECUTION AND
DELIVERY OF DEFINITIVE DOCUMENTATION AND SATISFACTION OR WAIVER OF THE
CONDITIONS PRECEDENT SET FORTH HEREIN AND THEREIN.2
TermSheet
This term sheet (the "Term Sheet") sets forth the principal terms of a
transaction in which Hayao, or its designee (the "Purchaser"), shall purchase
all or substantially all of the assets (the "Sale") of GNC Holdings Inc.
("Holdings") and its subsidiaries (collectively, the "Company") in connection
with the restructuring (the "Restructuring") of the Company's existing debt
obligations. To facilitate the Restructuring, Hayao is also prepared (subject to
all of the terms, conditions, and caveats described herein) to fund the chapter
11 cases necessary for the Company to implement the Sale. To the extent
possible, this Term Sheet is intended to be appended to and incorporated as an
exhibit to a restructuring support agreement (the "RSA"), to be executed by and
among the Company, Hayao, and certain supporting lenders (the "Consenting
Lenders"). Each element of this Term Sheet is being contemplated as (i) an
integral part of a comprehensive transaction and (ii) in consideration for the
other elements thereof.
1
Any consent required or authorized to be given hereunder in writing may be given
by an electronic writing.
2
Without limiting the generality of the foregoing, this Term Sheet is not, and
shall not be construed as: (i) an offer that is capable of acceptance, (ii) a
binding