Funds managed by Stone Point Capital LLC entered into a definitive agreement to acquire Tivity Health, Inc. (NasdaqGS:TVTY) for $1.6 billion on April 5, 2022. Under the terms of the agreement, Tivity Health stockholders will receive $32.50 in cash per share. Upon completion of the transaction, Tivity Health will become a privately held company, and its common stock will no longer be traded on Nasdaq. Fully committed debt financing has been obtained. The buyer has obtained equity and debt financing commitments for the purpose of financing the transactions contemplated by the Merger Agreement. A group of lenders have committed to provide buyer with debt financing in an aggregate principal amount of up to $1.2 billion on the terms and subject to the conditions set forth in a debt commitment letter. Tivity Health, Inc. will pay a termination fee of approximately $54.4 million. And the buyer will pay a termination fee of approximately $100.4 million. Richard Ashworth will remain President and Chief Executive Officer of Tivity Health, upon closing of the transaction, and Tivity Health will maintain its headquarters in Franklin, Tennessee and its campus location in Chandler, Arizona.

The consummation of the Merger is subject to the satisfaction or waiver of various customary conditions set forth in the Merger Agreement, including, but not limited to, (i) Tivity Health's stockholders' approval of the Merger Agreement, (ii) the expiration or termination of any applicable waiting period (or any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”). The transaction is not subject to a financing condition. The transaction is also subject to the regulatory approval. Tivity Health board of directors unanimously approved the transaction. Also the board of directors of the acquirer has unanimously approved this Agreement. The special meeting of stockholders of Tivity Health, Inc. will be held June 23, 2022 to approve the transaction. As of June 23, 2022, the shareholders of Tivity Health, Inc. approved the deal. The transaction is expected to close in or prior to the third quarter of 2022. Lazard is acting as the exclusive financial advisor and fairness opinion provider to Tivity Health and J. Page Davidson, Scott W. Bell, Bryan W. Metcalf, Fritz Richter, James S. Tate, Vincent B. Lillegard, Lucas Ross Smith, Shelley R. Thomas and Tatjana Paterno of Bass, Berry & Sims PLC is serving as legal counsel to Tivity Health. Truist Securities is acting as exclusive financial advisor to Stone Point and David B. Feirstein, Eric J. Wedel, Ben Steadman, Chad D. Ehrenkranz, Dennis Williams and Ravi Agarwal of Kirkland & Ellis is serving as legal advisor to Stone Point. In connection with Lazard's services as a financial advisor to the Board, Tivity Health agreed to pay Lazard an aggregate fee of approximately $24.5 million, $2.5 million of which was payable upon the rendering of Lazard's opinion and the remainder of which is payable contingent upon consummation of the Merger. Innisfree M&A Inc. served as proxy solicitor and Computershare, Inc. served as transfer agent to Tivity Health. Andrew, Kaplan of Gibson Dunn acted as legal Advisor to Lazard in the deal.

Funds managed by Stone Point Capital LLC completed the acquisition of Tivity Health, Inc. (NasdaqGS:TVTY) on June 28, 2022.