GNC 2011 Annual Report Download - page 165

Table of Contents
Consists of (i) 13,876 shares directly held by Mr. Berg and acquired in connection with his exercise of stock options and (ii) 65,000
shares issuable upon exercise of options which are currently exercisable or which will become exercisable within 60 days of the
Ownership Date.
Consists of (i) 51,726 shares directly held by Mr. Dowd and acquired in connection with the Merger and (ii) 340,818 shares issuable
upon exercise of options which are currently exercisable or which will become exercisable within 60 days of the Ownership Date.
Consists of (i) 201,801 shares directly held by Mr. Fortunato and acquired in connection with the Merger, (ii) 46,692 shares transferred
from Mr. Fortunato to and directly held by The Joseph M. Fortunato 2008 Grantor Retained Annuity Trust, and (iii) 2,525,754 shares
issuable upon exercise of options which are currently exercisable or which will become exercisable within 60 days of the Ownership
Date.
Consists of 1,782,593 shares held directly by Partners Group Direct Investments 2006, L.P. ("Direct Investments"), 1,782,593 shares
held directly by Partners Group Global Opportunities Subholdings Limited ("Global Opportunities"), and 1,039,841 shares held
directly by Princess Private Equity Subholdings Limited ("Princess Private Equity"), in each case acquired in connection with the
Merger. Partners Group Management III Limited ("PGM III") is the general partner of Direct Investments and is party to an investment
advisory agreement with Partners Group AG. Partners Group (Guernsey) Limited ("PGGL") is the investment manager of Global
Opportunities and is party to an investment advisory agreement with Partners Group AG. Princess Management Limited ("PML" and,
together with PGM III and PGGL, the "Partners Group Entities") is the investment manager of Princess Private Equity and is party to
an investment advisory agreement with Partners Group AG. In accordance with the terms of the respective investment advisory
agreements, Partners Group AG directs the investments held by each of the Partners Group Entities. The investment committee of
Partners Group AG is comprised of René Biner, Marcel Erni, Alfred Gantner, Philipp Gysler, Walter Keller, Nori Gerardo Lietz,
Steffen Meister, Sandra Pajarola, Christoph Rubeli, Stephan Schäli, Michael Studer, Tilmann Trommsdorff and Urs Wietlisbach. Each
of the members of the investment committee expressly disclaims beneficial ownership of the shares directly held by Direct
Investments, Global Opportunities and Princess Private Equity. Each of the Partners Group Entities and the partners, members and
managers of the Partners Group Entities expressly disclaims beneficial ownership of the shares directly held by Direct Investments,
Global Opportunities and Princess Private Equity. The address for Partners Group AG is Zugerstrasse 57, CH-6341 Baar-Zug,
Switzerland.
Consists of (i) 20,374 shares directly held by Mr. Axelrod and (ii) 10,187 shares directly held by AS Skip.
(12)
(13)
(14)
(15)
(16)
Item 13. Certain Relationships and Related Transactions and Director Independence.
Credit Facility
Upon consummation of the Merger, we entered into the Senior Credit Facility, under which various funds affiliated with one of our Sponsors, Ares, are
lenders. Under the Senior Credit Facility, these affiliated funds have made term loans to us in the amount of $65.0 million and $62.1 million, as of the
consummation of the Merger and December 31, 2009, respectively. In addition, as of December 31, 2010, an aggregate of $2.9 million in principal and
$11.0 million in interest has been paid to affiliates of Ares in respect of amounts borrowed under the Senior Credit Facility. Borrowings under the Senior
Credit Facility have accrued interest at a weighted average rate of $4.6% per year.
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