NASHVILLE, Tenn., June 24, 2021 /PRNewswire/ -- Tivity Health,
Inc. (Nasdaq: TVTY) (the "Company"), a leading provider of healthy
life-changing solutions, including SilverSneakers®,
today announced the pricing of a $400
million senior secured term loan B facility (the "term
facility") and a $100 million senior
secured revolving facility (the "revolving facility", and together
with the term facility, the "credit facilities").
The loans under the term facility will be issued at 99.5% of
their face value and bear interest at a rate equal to LIBOR plus
4.25%, with a zero percent LIBOR floor. Loans under the revolving
facility will bear interest at a rate equal to LIBOR plus 3.75% to
4.25% based on the Company's total net leverage ratio from time to
time. The Company intends to use the proceeds of the credit
facilities to repay all outstanding amounts under its existing
credit agreement and for general corporate purposes.
"The syndication of the new term facility was significantly
oversubscribed, and as a result, achieved more favorable terms than
the initial price talk," said Adam
Holland, Chief Financial Officer. "Our new credit facilities
will provide us with a solid financial foundation to grow the
business with enhanced flexibility and extended tenor. The
reduction in margin spread is expected to result in cash interest
savings of over $3 million during the
first 12 months, and the lower amortization is expected to reduce
our annual required principal payments by $56 million, positioning us well to execute on
our new strategic direction and fund growth initiatives."
The closing of the proposed term facilities is expected to occur
by early July 2021 and is subject to
customary closing conditions. The commitments in respect of the
credit facilities and the terms and conditions thereof remain
subject to the finalization and execution of definitive
documentation.
Morgan Stanley, Credit Suisse and Truist Bank are acting as
joint lead arrangers and bookrunners for the transaction.
About Tivity Health, Inc.
Tivity Health® Inc. (Nasdaq:
TVTY) is a leading provider of healthy life-changing solutions,
including SilverSneakers®, Prime® Fitness, WholeHealth Living® and
Wisely WellTM. We plan to become the modern destination
for healthy living through our industry-leading fitness offerings
and enhanced digital engagement platform. We are continuously
developing the SilverSneakers suite of digital offerings and
services to provide seniors with everything they need to maintain
and improve their health, including physical activity, social
connection, community involvement, volunteer opportunities and
mental enrichment. Our goal is to partner with payers and service
providers to enable a personalized, interactive, and intuitive
experience to offer the right solutions to each member. We deliver
solutions that help adults feel better, work better and live
better, and improve health outcomes while reducing healthcare
costs. Learn more at www.tivityhealth.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain statements that are
"forward-looking" statements within the meaning of the federal
securities laws, including Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements are based
upon current expectations and include all statements that are not
historical statements of fact and those regarding the intent,
belief or expectations, including, without limitation, statements
that are accompanied by words such as "will," "expect," "outlook,"
"anticipate," "intend," "plan," "believe," "seek," "see," "would,"
"target," or other similar words, phrases or expressions and
variations or negatives of these words. These forward-looking
statements include, but are not limited to, the Company's
statements regarding its future financial performance. Readers
of this press release should understand that these statements are
not guarantees of performance or results. Many risks and
uncertainties could affect actual results and cause them to vary
materially from the forward-looking statements.
These risks and uncertainties include, among other things:
impacts from the COVID-19 pandemic (including the response of
governmental authorities to combat and contain the pandemic, the
closure of fitness centers in the Company's national network (or
operational restrictions imposed on such fitness centers),
reclosures and potential additional reclosures as a result of
surges in positive COVID-19 cases) on the Company's business,
operations or liquidity; the risks associated with changes in
macroeconomic conditions (including the impacts of any recession or
changes in consumer spending resulting from the COVID-19 pandemic),
widespread epidemics, pandemics (such as the current COVID-19
pandemic) or other outbreaks of disease, geopolitical turmoil, and
the continuing threat of domestic or international terrorism; the
Company's ability to collect accounts receivable from its customers
and amounts due under its sublease agreements; the market's
acceptance of the Company's new products and services; the
Company's ability to develop and implement effective strategies and
to anticipate and respond to strategic changes, opportunities, and
emerging trends in the Company's industry and/or business, as well
as to accurately forecast the related impact on the Company's
revenues and earnings; the impact of any impairment of the
Company's goodwill, intangible assets, or other long-term assets;
the Company's ability to attract, hire, or retain key personnel or
other qualified employees and to control labor costs; the
effectiveness of the reorganization of the Company's business and
the Company's ability to realize the anticipated benefits; the
Company's ability to effectively compete against other entities,
whose financial, research, staff, and marketing resources may
exceed its resources; the impact of legal proceedings involving the
Company and/or its subsidiaries, products, or services, including
any claims related to intellectual property rights, as well as the
Company's ability to maintain insurance coverage with respect to
such legal proceedings and claims on terms that would be favorable
to the Company; the impact of severe or adverse weather conditions,
the current COVID-19 pandemic, and the potential emergence of
additional health pandemics or infectious disease outbreaks on
member participation in the Company's programs; the risks
associated with deriving a significant concentration of revenues
from a limited number of the Company's customers, many of whom are
health plans; the Company's ability and/or the ability of its
customers to enroll participants and to accurately forecast their
level of enrollment and participation in the Company's programs in
a manner and within the timeframe anticipated by the Company; the
Company's ability to sign, renew and/or maintain contracts with its
customers and/or the Company's fitness partner locations under
existing terms or to restructure these contracts on terms that
would not have a material negative impact on the Company's results
of operations; the ability of the Company's health plan customers
to maintain the number of covered lives enrolled in those health
plans during the terms of the Company's agreements; the Company's
ability to add and/or retain active subscribers in its Prime
Fitness program; the impact of any changes in tax rates, enactment
of new tax laws, revisions of tax regulations or any claims or
litigation with taxing authorities; the impact of a reduction in
Medicare Advantage health plan reimbursement rates or changes in
plan design; the impact of any new or proposed legislation,
regulations and interpretations relating to Medicare, Medicare
Advantage, Medicare Supplement, and privacy and security laws; the
impact of healthcare reform on the Company's business; the risks
associated with potential failures of the Company's information
systems or those of its third-party vendors, including as a result
of telecommuting issues associated with personnel working remotely,
which may include a failure to execute on policies and processes in
a work-from-home or remote model; the risks associated with data
privacy or security breaches, computer hacking, network penetration
and other illegal intrusions of the Company's information systems
or those of third-party vendors or other service providers,
including those risks that result from the increase in personnel
working remotely, which may result in unauthorized access by third
parties, loss, misappropriation, disclosure or corruption of
customer, employee or the Company's information, or other data
subject to privacy laws and may lead to a disruption in the
Company's business, costs to modify, enhance, or remediate its
cybersecurity measures, enforcement actions, fines or litigation
against the Company, or damage to its business reputation; the
risks associated with changes to traditional office-centered
business processes and/or conducting operations out of the office
in a work-from-home or remote model by the Company or its third
party vendors during adverse situations (e.g., during a crisis,
disaster, or pandemic), which may result in additional costs and/or
may negatively impact productivity and cause other disruptions to
the Company's business; the Company's ability to enforce its
intellectual property rights; the risk that the Company's
indebtedness may limit the Company's ability to adapt to changes in
the economy or market conditions, expose the Company to interest
rate risk for the variable rate indebtedness and require a
substantial portion of cash flows from operations to be dedicated
to the payment of indebtedness; the Company's ability to service
its debt, make principal and interest payments as those payments
become due, and remain in compliance with its debt covenants; the
Company's ability to obtain adequate financing to provide the
capital that may be necessary to support its current or future
operations; counterparty risk associated with the Company's
interest rate swap agreements; and other risks detailed in the
Company's filings with the Securities and Exchange Commission.
For additional information about factors that could cause actual
results to differ materially from those described in the
forward-looking statements, please refer to the Company's filings
with the SEC. Except as required by law, the Company undertakes no
obligation to update any such forward-looking statements to reflect
new information, subsequent events or circumstances.
Investor Relations Contact:
Matt Milanovich
VP – Investor Relations
(602) 562-2595
Matt.Milanovich@tivityhealth.com
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SOURCE Tivity Health