Nu Skin Enterprises Completes Acquisition

TL;DR

NU SKIN just bought a new business, deal closed Jan 2nd.

AI Summary

On January 2, 2025, Nu Skin Enterprises, Inc. announced the completion of its acquisition of a business, entering into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements related to the transaction.

Why It Matters

This acquisition signifies a strategic move by Nu Skin Enterprises to expand its business operations, potentially impacting its market position and future financial performance.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges, potential overpayment, and failure to achieve expected synergies.

Key Players & Entities

• NU SKIN ENTERPRISES, INC. (company) — Registrant
• January 2, 2025 (date) — Date of earliest event reported
• GREGORY BELLISTON (person) — Contact Person

FAQ

Key Financial Figures

• $230 million — y for total consideration consisting of $230 million in cash, subject to certain adjustments
• $20 million — s common stock valued by the parties at $20 million (such equity purchase and related trans
• $207 million — idiaries expect to retain approximately $207 million of cash, subject to certain adjustments
• $10 million — s of Purchaser's common stock valued at $10 million. The Purchase Agreement includes custo

Filing Documents

• ef20041017_8k.htm (8-K) — 56KB
• ef20041017_ex2-1.htm (EX-2.1) — 530KB
• ef20041017_ex99-1.htm (EX-99.1) — 23KB
• ef20041017_ex99-2.htm (EX-99.2) — 283KB
• image00001.jpg (GRAPHIC) — 4KB
• 0001140361-25-000113.txt ( ) — 1172KB
• nus-20250102.xsd (EX-101.SCH) — 4KB
• nus-20250102_lab.xml (EX-101.LAB) — 21KB
• nus-20250102_pre.xml (EX-101.PRE) — 16KB
• ef20041017_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 2, 2025, Mavely Seller LLC (" Seller "), a Delaware limited liability company and subsidiary of Nu Skin Enterprises, Inc. (the " Company "), entered into a Unit Purchase Agreement (the " Purchase Agreement ") with Clout.io Holdings, Inc., a Delaware corporation (" Purchaser "), Mavrck LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Purchaser (" Mavrck "), and Mavely LLC, a Delaware limited liability company (" Mavely "), pursuant to which, among other things, Purchaser purchased all of Seller's equity in Mavely for total consideration consisting of $230 million in cash, subject to certain adjustments as set forth in the Purchase Agreement, including post-closing determination of net working capital and other elements of the purchase price, and a number of shares of Purchaser's common stock valued by the parties at $20 million (such equity purchase and related transactions, collectively, the " Mavely Transaction "). A portion of the aggregate cash purchase price will be held in escrow to secure certain purchase price reconciliation processes. Following the completion of certain payments to other equity holders in Seller to be made at and following the closing of the Mavely Transaction, the Company and its subsidiaries expect to retain approximately $207 million of cash, The Purchase Agreement includes customary representations, warranties, covenants and releases by Purchaser, Mavely and Seller. The Purchase Agreement also includes certain post-closing indemnification provisions in favor of Purchaser. In connection with the Mavely Transaction, Mavely is expected to continue to provide certain technology and social commerce capabilities to support the Company's affiliate marketing business. The foregoing description has be

01

Item 2.01 Completion of Acquisition or Disposition of Assets. The information contained in Item 1.01 above is incorporated by reference into this Item 2.01. The Mavely Transaction closed on January 2, 2025. The Company is also filing herewith certain pro forma financial information related to the Mavely Transaction , which is attached hereto as Exhibit 99.2.

01

Item 7.01 Regulation FD Disclosure. On January 3, 2025, the Company issued a press release announcing the Mavely Transaction. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to this Item 7.01 and Exhibit 99.1 hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (b) Pro Forma Financial Information . The unaudited pro forma condensed consolidated financial information of the Company giving effect to the Mavely Transaction as required by Item 9.01(b) is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. (d) Exhibits. Exhibit No. Description 2.1 Unit Purchase Agreement, dated as of January 2, 2025, by and among Mavely Seller LLC, Mavely LLC, Clout.io Holdings, Inc. and Mavrck LLC. 99.1 Press Release, dated as of January 3, 2025. 99.2 Unaudited Pro Forma Condensed Consolidated Financial Information. 104 Cover Page Interactive Data File (formatted as Inline XBRL).

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act that represent the Company's current expectations and beliefs. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws and include, but are not limited to, statements regarding the consideration to be retained by the Company and its subsidiaries relating to the Mavely Transaction, management's expectations regarding achievement of the Company's vision, the future performance and capabilities of the ongoing Mavely business, the benefits of the continuing commercial services arrangement with Mavely, and planned uses of cash received in connection with the Mavely Transaction. In some cases, you can identify these statements by forward-looking words such as "will," "plan," "believe," "achieve," "expect," and "anticipate," the negative of these words and other similar words. The forward-looking statements and related assumptions involve risks and uncertainties that could cause actual results and outcomes to differ materially from any forward-looking statements or views expressed herein. These risks and uncertainties include, but are not limited to, the following: the net proceeds to be retained by the Company and its subsidiaries in connection with the closing of the Mavely Transaction are subject to adjustments as set forth in the Purchase Agreement, including post-closing determination of working capital and other elements of the purchase price , which may reduce the amount of consideration to be retained by the Company and its subsidiaries; risk that the Purchaser, Mavrck, and Mavely companies may encounter difficulties integrating their businesses or achieving the synergies that are anticipated from the transaction, or risks associated with not providing services to the company

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View this 8-K filing on SEC EDGAR