Funds managed by Stone Point Capital LLC completed the acquisition of Tivity Health, Inc..
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.