FITLIFE BRANDS, INC. (FTLF): M&A transaction — FitLife Brands completes acquisition of Mimi's Rock Corp. for CAD $23.2M

FITLIFE BRANDS, INC.

Total cash purchase price ~CAD $23.2M; funded by cash on hand and new $12.5M term loan from First Citizens Bank.
CAD $14.2M used to retire MRC's outstanding debt; CAD $9.0M (CAD $0.17/share) paid to MRC shareholders.
Acquisition closed Feb 28, 2023; MRC becomes indirect wholly owned subsidiary of FitLife.
New credit agreement: $12.5M term loan (2.75% + Term SOFR, matures Feb 2028) and $3.5M revolving line (matures Dec 2023).
CEO Dayton Judd says acquisition will double FitLife's size with minimal leverage and no shareholder dilution.

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.

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

FITLIFE BRANDS, INC. completed an acquisition involving Mimi's Rock Corp. (MRC) for approximately CAD $23.2 million (closed 2023-02-28).

Action: acquisition
Counterparty: Mimi's Rock Corp. (MRC)
Consideration: approximately CAD $23.2 million
Closing: 2023-02-28

Exact text from the filing

As previously disclosed by the Company in its Current Report on Form 8-K, filed with the SEC on December 8, 2022 (the “ Current Report ”), the Company entered into an Arrangement Agreement (the “ Agreement ”) with Ontario and Mimi’s Rock Corp. (“ MRC ”), pursuant to which the Company agreed to acquire all of the issued and outstanding shares of capital stock of MRC (the “ MRC Shares ”) for a total cash purchase price of approximately CAD $23.2 million (the “ Purchase Price ”) (the “ Acquisition ”). The Acquisition was consummated on February 28, 2023 (the “ Closing Date ”) in accordance with the terms of the Agreement.

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Source: SEC EDGAR

accession 0001851734-23-000085

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