FITLIFE BRANDS, INC. (FTLF): M&A transaction — FitLife Brands closes $18.5M acquisition of MusclePharm assets, funded partly by new $10M term loan

FITLIFE BRANDS, INC.

Total cash consideration ~$18.5M; closed Oct 10, 2023, after US Bankruptcy Court approval.
Funded with $10M term loan from First Citizens Bank (Term B Loan at SOFR+2.75%) plus company cash.
Acquired substantially all assets of MusclePharm; assumed no material liabilities beyond de minimus cure costs.
CEO expects acquisition to drive revenue and earnings growth via expanded distribution and new products.
Term B Loan matures Oct 10, 2028, with quarterly installments; guaranteed by FitLife subsidiaries.

item 1.01 item 2.01 item 2.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

FITLIFE BRANDS, INC. incurred term loan of $10.0 million with First Citizens Bank at 2.75% above the one-month forward-looking term rate (the "Applicable Rate"), bas maturing October 10, 2028.

Instrument: term loan
Principal: $10.0 million
Counterparty: First Citizens Bank
Rate: 2.75% above the one-month forward-looking term rate (the "Applicable Rate"), bas
Maturity: October 10, 2028
Event: incurrence

Exact text from the filing

the Bank provided the Company with a Term Loan B for the principal amount of $10.0 million

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

FITLIFE BRANDS, INC. completed an acquisition involving MusclePharm Corporation for $18.5 million (closed 2023-10-10).

Action: acquisition
Counterparty: MusclePharm Corporation
Consideration: $18.5 million
Closing: 2023-10-10

Exact text from the filing

(the “ Purchase Agreement ”), pursuant to which a subsidiary of the Company agreed to acquire substantially all of MusclePharm’s assets (the “ Assets ”), for a purchase price of $18.5 million, subject to certain adjustments (the “ Purchase Price ”)(the “ Acquisition ”). The Acquisition was consummated on October 10, 2023 (the “ Closing Date ”) in accordance with the

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

FITLIFE BRANDS, INC. entered into Second Amended and Restated Credit Agreement with First Citizens Bank valued at $10.0 million (effective 2023-10-10).

Action: entry
Agreement: credit facility
Counterparty: First Citizens Bank
Value: $10.0 million
Effective: 2023-10-10

Exact text from the filing

On October 10, 2023 (the “ Closing Date ”), FitLife Brands, Inc. (the “ Company ”) entered into a Second Amended and Restated Credit Agreement with First Citizens Bank (the “ Bank ”), amending and restating that certain Amended and Restated Credit Agreement, dated February 23, 2023

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FITLIFE BRANDS, INC. filing history →

Source: SEC EDGAR

accession 0001437749-23-028182

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