Tivity Health, Inc. Announces Trigger Event for Cash Convertible Senior Notes as Stock Price Exceeds Conversion Price Threshold

NASHVILLE, Tenn., March 22, 2017 -- Tivity Health, Inc. (NASDAQ:TVTY) (the “Company”) completed a private placement of an aggregate $150 million 1.50% cash convertible senior notes due 2018 (the “Convertible Notes”), which mature on July 1, 2018. The Company today announced that the stock trading price threshold requirement for convertibility of the Convertible Notes has been met for the first quarter of 2017, and as a result, the Convertible Notes will be convertible at any time at the option of the holders during the period that commences on April 1, 2017 and terminates on June 30, 2017.

Under the terms of the indenture governing the Convertible Notes issued by the Company, the Convertible Notes become convertible into cash during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to $25.3032 per share. This condition was satisfied on March 17, 2017 for the calendar quarter ending March 31, 2017, and accordingly, the Convertible Notes will be convertible at any time at the option of the holders during the period that commences on April 1, 2017 and terminates on June 30, 2017. The initial cash conversion rate is 51.3769 shares of the Company’s common stock per $1,000 principal amount of the Convertible Notes (equivalent to an initial conversion price of $19.4640 per share of common stock). The settlement on any Convertible Notes surrendered for conversion during this period will occur on the third business day following the end of the applicable “observation period” with respect to such conversion (i.e., the period that begins on the date that a holder surrendered the Convertible Notes for conversion in accordance with the requirements of the indenture and ends on the 80th consecutive trading day following such date). The indenture requires the Company to satisfy the entire settlement amount for any conversions (determined in accordance with the provisions of the indenture) in cash, and the notes are not convertible into the Company’s common stock or any other securities under any circumstances.

About Tivity Health

Tivity Health, Inc. is a leading provider of fitness and health improvement programs, with strong capabilities in developing and managing network solutions. Through its existing three networks, SilverSneakers® - the nation’s leading fitness program for older adults, Prime® Fitness and WholeHealth Living™, Tivity Health is focused on targeted population health for those 50 and over. With more than 14.5 million Americans eligible for SilverSneakers, over 10,000 fitness centers in the Prime Fitness Network, and more than 25 years of clinical and operational expertise in managing specialty health benefits and networks, including chiropractic services, physical therapy, occupational therapy, speech therapy, acupuncture, massage and complementary and alternative medicine (CAM) services, the Company touches millions of consumers across the country and works directly with hundreds of healthcare practitioners and many of the nation’s largest payers and employers. Learn more at www.tivityhealth.com.

Contact:
Chip Wochomurka
Investor Relations
(615) 614-4493
[email protected]