National Vision Announces Secondary Offering of 10 Million Shares of Common Stock

DULUTH, Ga., March 12, 2018 -- National Vision Holdings, Inc. (NASDAQ:EYE) (“National Vision”) today announced that certain of its stockholders (the “Selling Stockholders”), including affiliates of Kohlberg Kravis Roberts & Co. L.P. and private equity funds managed by Berkshire Partners LLC, intend to offer for sale in an underwritten secondary offering 10,000,000 shares of common stock of National Vision pursuant to a registration statement filed by National Vision with the U.S. Securities and Exchange Commission (the “SEC”). The Selling Stockholders expect to grant the underwriters a 30-day option to purchase up to an additional 1,500,000 shares of National Vision’s common stock. No shares are being sold by National Vision. The Selling Stockholders will receive all of the proceeds from this offering.

BofA Merrill Lynch, Citigroup, Goldman Sachs & Co. LLC, Jefferies and KKR Capital Markets are acting as joint bookrunning managers for the proposed offering.

A registration statement, including a prospectus, which is preliminary and subject to completion, relating to these securities has been filed with the SEC, but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time that the registration statement becomes effective, and, even then, the securities may only be sold pursuant to the registration statement and final prospectus. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering of these securities will be made only by means of a prospectus. Copies of the preliminary prospectus may be obtained from BofA Merrill Lynch, Attn: Prospectus Department at NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, or by email at [email protected]; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 1-800-831-9146; Goldman Sachs & Co. LLC, Prospectus Department at 200 West Street, New York, NY 10282 or by telephone at 1-866-471-2526 or by facsimile at 212-902-9316, or by email at [email protected]; or Jefferies, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at 877-821-7388 or by email at [email protected].

Forward Looking Statements

This press release includes certain disclosures which contain “forward-looking statements.” You can identify forward-looking statements because they contain words such as “intend” and “expect.” Forward-looking statements are based on National Vision’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in National Vision’s filings with the SEC, including its registration statement on Form S-1, as amended from time to time, and its Annual Report on Form 10-K for the fiscal year ended December 30, 2017, under the caption “Risk Factors.” Any forward-looking statement in this release speaks only as of the date of this release. National Vision undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

Contacts

National Vision Holdings, Inc.
Kristina Gross, Director of Communications
(470) 448-2355
[email protected]

or

National Vision Holdings, Inc.
David Mann, CFA, Vice President of Investor Relations
(470) 448-2448
[email protected]