On November 7, 2012, GNC Holdings, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") among the Company, J.P. Morgan Securities LLC, as sole underwriter (the "Underwriter"), Ares Corporate Opportunities Fund II, L.P. ("Ares") and Ontario Teachers' Pension Plan Board (together with Ares, the "Selling Stockholders"), pursuant to which the Selling Stockholders agreed to sell 11,732,479 shares (the "Offering Shares") of the Company's Class A common stock, par value $0.001 per share (the "Common Stock"), to the Underwriter at a price of $35.20 per share (the "Offering"). The Offering is expected to close on November 14, 2012, subject to the satisfaction of customary closing conditions. The Company is not selling any shares in the Offering and will not receive any proceeds from the Offering.

The Offering is being made pursuant to a prospectus supplement, dated November 7, 2012, to the prospectus, dated August 9, 2012, included in the Company's registration statement on Form S-3 (File No. 333-183188), which was filed with the Securities and Exchange Commission (the "Commission") on August 9, 2012.

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Offering Shares by the Selling Stockholders to the Underwriter, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

(d) Exhibits:

Exhibit Number                                Description

1.1                Underwriting Agreement, dated November 7, 2012, by and among GNC
                   Holdings, Inc., J.P. Morgan Securities LLC, as sole underwriter,
                   Ares Corporate Opportunities Fund II, L.P. and Ontario Teachers'
                   Pension Plan Board.

5.1                Opinion of Proskauer Rose LLP.

23.1               Consent of Proskauer Rose LLP (included in Exhibit 5.1).