Item 8.01 Other Events.
On April 5, 2022, Tivity Health, Inc., a Delaware corporation (the "Company")
and Stone Point Capital LLC, a Delaware limited liability company ("Stone Point
Capital") issued a joint press release announcing the execution of an Agreement
and Plan of Merger (the "Merger Agreement"), dated April 5, 2022, by and among
the Company, Titan-Atlas Parent, Inc., a Delaware corporation ("Parent"), and
Titan-Atlas Merger Sub, Inc., a Delaware corporation ("Merger Sub"), providing
for the acquisition of the Company by funds managed by Stone Point Capital,
subject to the terms and conditions set forth therein (the "Merger"). Parent and
Merger Sub are indirectly owned by investment funds managed by Stone Point
Capital.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
by reference herein. The information required to be reported on Form 8-K with
respect to the Merger Agreement will be filed in a separate Current Report on
Form 8-K.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains and our other filings and press
releases may contain forward-looking statements, which include all statements
that do not relate solely to historical or current facts, such as statements
regarding our expectations, intentions or strategies regarding the future. In
some cases, you can identify forward-looking statements by the following words:
"may," "will," "could," "would," "should," "expect," "intend," "plan,"
"anticipate," "believe," "estimate," "predict," "project," "aim," "potential,"
"continue," "ongoing," "goal," "can," "seek," "target" or the negative of these
terms or other similar expressions, although not all forward-looking statements
contain these words. These forward-looking statements are based on management's
beliefs, as well as assumptions made by, and information currently available to,
the Company. Because such statements are based on expectations as to future
financial and operating results and are not statements of fact, actual results
may differ materially from those projected and are subject to a number of known
and unknown risks and uncertainties, including: (i) the risk that the proposed
Merger may not be completed in a timely manner or at all, which may adversely
affect the Company's business and the price of the Company Common Stock;
(ii) the failure to satisfy any of the conditions to the consummation of the
proposed transaction, including the adoption of the Merger Agreement by the
Company's stockholders and the receipt of certain regulatory approvals;
(iii) the occurrence of any event, change or other circumstance or condition
that could give rise to the termination of the Merger Agreement, including in
circumstances requiring the Company to pay a termination fee; (iv) the effect of
the announcement or pendency of the proposed transaction on the Company's
business relationships, operating results and business generally; (v) risks that
the proposed transaction disrupts the Company's current plans and operations;
(vi) the Company's ability to retain and hire key personnel in light of the
proposed transaction; (vii) risks related to diverting management's attention
from the Company's ongoing business operations; (viii) unexpected costs, charges
or expenses resulting from the proposed transaction; (ix) the ability of Stone
Point Capital to obtain the necessary financing arrangements set forth in the
commitment letters received in connection with the Merger; (x) potential
litigation relating to the Merger that could be instituted against Stone Point
Capital, the Company or their respective directors, managers or officers,
including the effects of any outcomes related thereto; (xi) continued
availability of capital and financing and rating agency actions; (xii) certain
restrictions during the pendency of the Merger that may impact the Company's
ability to pursue certain business opportunities or strategic transactions;
(xiii) unpredictability and severity of catastrophic events, including but not
limited to acts of terrorism, war or hostilities or the COVID-19 pandemic, as
well as management's response to any of the aforementioned factors; (xiv) other
risks described in the Company's filings with the SEC, such risks and
uncertainties described under the headings "Forward-Looking Statements," "Risk
Factors" and other sections of the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on February 25, 2022 and subsequent
filings; and (xv) those risks and uncertainties that will be described in the
proxy statement that will be filed with the SEC (if and when it becomes
available) from the sources indicated below. While the list of risks and
uncertainties presented here is, and the discussion of risks and uncertainties
to be presented in the proxy statement will be, considered representative, no
such list or discussion should be considered a complete statement of all
potential risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking statements.
Consequences of material differences in results as compared with those
anticipated in the forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, and legal liability
to third parties and similar risks, any of which could have a material adverse
effect on the
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completion of the Merger and/or the Company's consolidated financial condition,
results of operations, credit rating or liquidity. The forward-looking
statements speak only as of the date they are made. The Company undertakes no
obligation to update any forward-looking statements, whether as a result of new
information, future events or otherwise.
Additional Information and Where to Find it
In connection with the Merger, the Company intends to file a preliminary proxy
statement on Schedule 14A with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, COMPANY STOCKHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS, INCLUDING THE DEFINITIVE PROXY STATEMENT (IF
AND WHEN IT BECOMES AVAILABLE), THAT ARE FILED OR WILL BE FILED WITH THE SEC
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER. The definitive proxy statement (if and when it
becomes available) will be mailed to stockholders of the Company. Stockholders
will be able to obtain the documents (when they become available) free of charge
at the SEC's website, http://www.sec.gov. In addition, stockholders may obtain
free copies of the documents (if and when they become available) on the
Company's website, www.tivityhealth.com, under the heading "Investors."
Participants in the Solicitation
The Company and certain of its respective directors, executive officers and
other employees, under the SEC's rules, may be deemed to be participants in the
solicitation of proxies of the Company's stockholders in connection with the
Merger. Additional information regarding the interests of those participants and
other persons who may be deemed participants in the merger and their respective
direct and indirect interests in the Merger, by security holdings or otherwise,
will be included in the definitive proxy statement and other materials to be
filed with the SEC in connection with the Merger (if and when they become
available). Free copies of these documents may be obtained as described in the
preceding paragraph.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Joint Press Release dated April 5, 2022
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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