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Published on 12/10/2018 in the Prospect News Bank Loan Daily.

Tivity plans $1.34 billion credit facilities for Nutrisystem purchase

By Sara Rosenberg

New York, Dec. 10 – Tivity Health Inc. has received a commitment for $1,335,000,000 of senior secured credit facilities to help fund its acquisition of Nutrisystem Inc., according to an 8-K filed with the Securities and Exchange Commission on Monday.

Credit Suisse Securities (USA) LLC is the lead on the debt.

The facilities consist of a $125 million revolver and a $1.21 billion term loan.

Other funds for the transaction will come from cash on hand.

Under the agreement, Nutrisystem shareholders will receive $38.75 per share in cash and 0.2141 of a Tivity Health share for each share of Nutrisystem common stock. The transaction values Nutrisystem at an enterprise value of $1.3 billion and an equity value of $1.4 billion.

Based on the financial results for both companies for the 12 months ended Sept. 30, 2018, pro forma revenue would have been about $1.3 billion, net income would have been around $135 million and adjusted EBITDA would have been about $223 million.

Pro forma net leverage is expected to be around 4.4 times, including identified cost synergies, and the company anticipates reducing net leverage to less than 3.5 times by the end of 2020, and to less than 2.5 times by the end of 2021.

Closing is expected in the first quarter of 2019, subject to the approval of Nutrisystem shareholders, the receipt of regulatory approval and other customary conditions.

Tivity is a Franklin, Tenn.-based provider of fitness and health improvement programs. Nutrisystem is a Fort Washington, Pa.-based provider of weight management products and services.


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