Kainos Capital to acquire Nutrisystem

Kainos Capital has agreed to acquire Tivity Health Inc's nutrition business, which includes Nutrisystem and South Beach Diet.

Kainos Capital has agreed to acquire Tivity Health Inc’s nutrition business, which includes Nutrisystem and South Beach Diet. The purchase price is $575 million. Lazard acted financial advisor to Tivity Health on the deal.

PRESS RELEASE

NASHVILLE, Tenn., Oct. 19, 2020 /PRNewswire/ — Tivity Health, Inc. (NASDAQ: TVTY), a leading provider of fitness, social engagement, and nutrition solutions, today announced that it has entered into a definitive agreement with Kainos Capital, a leading food and consumer-focused private equity firm, under which Kainos Capital will acquire Tivity Health’s Nutrition Business, which includes Nutrisystem® and South Beach Diet®, for a purchase price of $575 million in cash.

“Following a comprehensive review of the Company’s strategy and core capabilities, our Board of Directors and management team concluded that divesting the Nutrition Business through this transaction will best enable Tivity Health to focus its management team, resources and investment on its core healthcare business, to drive long-term, sustainable growth and increase shareholder value,” said Anthony Sanfilippo, Chairman of the Board of Directors of Tivity Health.

Richard Ashworth, President and Chief Executive Officer of Tivity Health commented, “With our continued strong results and an improved balance sheet, we intend to be laser-focused on our Healthcare Business to drive robust growth, sustainable margins, and cash flow in a more streamlined and nimble business. Our Healthcare Business naturally benefits from Medicare Advantage tailwinds with the number of overall Medicare Advantage beneficiaries expected to grow by about 10% in 2021. During the pandemic, our leading brand, SilverSneakers®, proved to be trusted and versatile. Our new Wisely Well™ nutrition offering also provides needed nutrition to homebound seniors and we look forward to continuing to offer Wisely Well. SilverSneakers continues to be a national leader in senior fitness and provides a strong foundation to build innovative, high-quality digital offerings at scale. When we combine our assets with new digital capabilities and our long-standing customer relationships, we believe we are uniquely positioned to become the modern destination for healthy living for seniors and older adults.”

Tivity Health will use the divestiture proceeds to pay down debt, which will materially de-lever its balance sheet and provide significant additional financial flexibility to support the growth of its go-forward, focused Healthcare Business.
The transaction is expected to close in the fourth quarter of this year, subject to the receipt of regulatory approval and other customary closing conditions.
Advisors

Lazard acted as the exclusive financial advisor to Tivity Health on the sale of its Nutrition Business and Bass Berry and Sims PLC served as legal counsel.

About Tivity Health
Tivity Health® (Nasdaq: TVTY) is a leading provider of healthy life-changing solutions, including SilverSneakers®, Nutrisystem®, Prime® Fitness, Wisely Well™, South Beach Diet® and WholeHealth Living®. We are actively addressing the social determinants of health, defined as the conditions in which we work, live and play. From improving health outcomes to reversing the narrative on inactivity, food insecurity, social isolation and loneliness, we are making a difference and are transforming the way we do health. Learn more at TivityHealth.com.

About Kainos Capital
Kainos Capital is a middle market private equity firm with an exclusive focus on the food and consumer products sectors. The Kainos team has extensive investment and operating experience in the industry, having invested over $2 billion of equity in more than 70 transactions with a total transaction value in excess of $10 billion. The firm’s strategy is to build a diversified portfolio of growing and strategically relevant food and consumer businesses that trade buyers would like to acquire. For more information, visit Kainos Capital’s website at www.kainoscapital.com