FitLife Brands to acquire Irwin Naturals

FitLife Brands (FTLF) has entered into definitive documentation and received requisite approvals to acquire substantially all of the assets of Irwin Naturals under Section 363 of the US Bankruptcy Code. The transaction is expected to close on or about August 8. The transaction will approximately double the size of the company, with consolidated revenue for the combined business anticipated to be in excess of $120M for the first full year of operation. Irwin Naturals, founded in 1994, sells a wide variety of nutritional supplement products. The company’s largest mass market customers are CVS, Walmart, Walgreens, and Costco Canada. During the first half of 2025, Irwin generated revenue of $33.1M and adjusted EBITDA of $3.9M. FitLife expects the second half of the year to be somewhat softer than the first half of the year. FitLife will retain approximately 50 Irwin employees, a level of employment that is anticipated to result in a reduction of approximately $1.5M in SG&A compared to Irwin’s cost structure prior to the transaction. FitLife plans to fund the consideration and the transaction costs using a combination of cash on hand as well as a new committed five-year term loan of $40.625M and an upsized $10M revolving credit facility. Approximately $10.875M of the proceeds of the new term loan will be used to refinance all of the company’s previously outstanding term loans, with the remaining $29.75M partially funding the acquisition consideration. The company anticipates drawing no more than $6M from its new revolving credit facility to fund the acquisition, with the remaining proceeds and all transaction costs funded from cash on hand. The adjusted EBITDA of the combined business is anticipated to be $20M-$25M for the first full year of operation. The all-cash transaction, with no shares being issued by FitLife, is expected to be accretive to existing shareholders once all transaction-related costs have been expensed. The purchase price of $42.5M, which is subject to minor customary post-closing adjustments, includes approximately $16M of net working capital and equates to a pre-synergy acquisition multiple of less than 6x EBITDA.