CHANHASSEN, Minn.–(BUSINESS WIRE)–Life Time Fitness, Inc. (NYSE:LTM), The Healthy Way of Life Company,
along with Leonard Green &. Partners and TPG, today announced that they
have entered into a definitive merger agreement under which affiliates
of Leonard Green &. Partners and TPG will acquire Life Time in a
transaction valued at more than $4.0 billion. Other key investors
include LNK Partners and Life Time Chairman, President and Chief
Executive Officer, Bahram Akradi, who'll remain in his role and has
committed to make a rollover investment of $125 million in Life Time
Life Time’s board of directors unanimously approved the merger agreement
and recommends that the Company’s shareholders vote in favour of the
Under the terms of the merger agreement the investors will acquire all
of the outstanding shares of Life Time Fitness common stock for $72.10
per share in cash. This price represents a significant premium to Life
Time’s closing share price of $41.60 on August 22, 2014, the most recent
trading day before the Company announced that its board of directors and
senior management team had initiated a process to explore a potential
conversion of real estate assets into a Real Estate Investment Trust
The merger is subject to approval from Life Time’s shareholders and
other customary closing conditions. The transaction is currently
expected to close in the third quarter of 2015.
“Following a comprehensive review by Life Time’s board of directors of
strategic alternatives to enhance shareholder value, we're pleased to
have reached this agreement, which provides our shareholders with
immediate and substantial cash value representing a significant premium
to our unaffected share price,” said Akradi. “There are no words to
describe my gratitude for the confidence and significant commitment
Leonard Green &. Partners, TPG and LNK Partners have made to Life Time
and our management team.”
“We look forwards to working with Bahram Akradi, the Life Time management
team and all of its talented and passionate employees,” said John
Danhakl, Managing Partner of Leonard Green &. Partners. “we're confident
that we'll have a long and successful partnership as we continue to
serve Life Time’s many loyal members and customers.”
“Life Time is a differentiated market leader with a long history of
consistent performance and significant growth potential,” said Jonathan
Coslet, Chief Investment Officer at TPG. “we're excited to partner with
Bahram Akradi and his team on the next chapter of the Company’s growth.”
“It’s great to be back partnering with Bahram Akradi and his terrific
management team in continuing to build Life Time’s extraordinary
business,” said David Landau, Partner of LNK Partners.
Guggenheim Securities and Wells Fargo Securities are serving as the
Company’s financial advisors. Skadden, Arps, Slate, Meagher &. Flom LLP
and Faegre Baker Daniels LLP are serving as its legal advisors. Latham &.
Watkins LLP is serving as legal advisor to Leonard Green &. Partners and
Ropes &. Grey LLP is serving as legal advisor to TPG. Fully committed
debt financing is expected to be provided by affiliates of Deutsche Bank
Securities Inc., Goldman, Sachs &. Co., Jefferies, BMO Capital Markets,
RBC Capital Markets, Macquarie Capital and Nomura, who also are serving
as financial advisors to Leonard Green &. Partners and TPG. Kirkland &.
Ellis LLP served as legal advisor to LNK Partners.
About Life Time Fitness, Inc.
As The Healthy Way of Life Company, Life Time Fitness (NYSE:LTM) helps
organizations, communities and individuals achieve their total health
objectives, athletic aspirations and fitness goals by engaging in their
areas of interest — or discovering new passions — both inside and
outside of Life Time’s distinctive and large sports, professional
fitness, family recreation and spa destinations, most of which operate
24 hours a day, seven days a week. The Company’s Healthy Way of Life
approach enables customers to achieve this by providing the best
programs, people and places of uncompromising quality and value. As of
March 16, 2015, the Company operated 114 centers under the LIFE TIME
FITNESS® and LIFE TIME ATHLETIC® brands in the
United States and Canada. Additional information about Life Time
centers, programs and services is available at lifetimefitness.com.
About Leonard Green &. Partners, L.P.
Founded in 1989 and based in Los Angeles, Leonard Green &. Partners is
one of the nation’s preeminent private equity firms. Leonard Green
invests in established companies that are leaders in their markets,
including The Container Store, Shake Shack, Whole Foods Market, Topshop,
J.Crew, Jetro Cash &. Carry, Activision, CHG Healthcare. Petco. For
more information, please visit www.leonardgreen.com.
TPG is a leading global private investment firm founded in 1992 with
over $67 billion of assets under management and offices in San
Francisco, Fort Worth, Austin, Dallas, Houston, New York, Beijing, Hong
Kong, London, Luxembourg, Melbourne, Moscow, Mumbai, São Paulo,
Shanghai, Singapore and Tokyo. TPG has extensive experience with global
public and private investments executed through leveraged buyouts,
recapitalizations, spinouts, growth investments, joint ventures and
restructurings. The firm has deep consumer and retail expertise with
investments including Beringer Wines, Burger King, Chobani, J.Crew,
Lenta, Neiman Marcus, Petco and Savers, among others. For more
information visit www.tpg.com.
About LNK Partners
LNK Partners is a private equity firm focused on backing strong
management teams who are building outstanding consumer and retail
businesses. LNK is highly flexible in the type and structure of its
investments. Is comfortable being a minority or majority
shareholder. The firm typically invests up to $150 million of equity per
transaction. LNK’s partners have extensive experience successfully
investing in, operating. Serving on the boards of many leading
consumer and retail businesses, including Staples, Quaker Oats, Pepsi,
Gatorade, Panera Bread, Life Time Fitness, Levi Strauss, PVH/Tommy
Hilfiger/Calvin Klein, Campbell’s, Pepperidge Farm, Godiva. Yankee
Candle. To learn more, please visit LNKpartners.com.
Important Additional Information
In connection with the proposed merger, Life Time intends to file
relevant materials with the Securities and Exchange Commision (the
“SEC”), including a preliminary proxy statement on Schedule 14A.
Following the filing of the definitive proxy statement with the SEC,
Life Time will mail the definitive proxy statement and a proxy card to
each shareholder entitled to vote at the special meeting relating to the
proposed merger. SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE
MATERIALS IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT LIFE TIME WILL FILE WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. The proxy statement and other relevant materials (when
available). Any and all documents filed by Life Time with the SEC,
may also be obtained for free at the SEC’s website at www.sec.gov.
In addition, shareholders may obtain free copies of the documents filed
with the SEC by Life Time via Life Time’s Investor Relations section of
its website at www.lifetimefitness.com
or by contacting Investor Relations by directing a request to Life Time
Fitness, Inc., Attention: Investor Relations, 2902 Corporate Place,
Chanhassen, MN 55317. By calling (952) 229-7427.
This document doesn't constitute a solicitation of proxy, an offer to
purchase or a solicitation of an offer to sell any securities. Life
Time, its directors, executive officers and certain employees may be
deemed to be participants in the solicitation of proxies from the
shareholders of Life Time in connection with the proposed merger.
Information about the persons who may, under the rules of the SEC, be
considered to be participants in the solicitation of Life Time’s
stockholders in connection with the proposed merger. Any interest
they've in the proposed merger, will be set forth in the definitive
proxy statement when it's filed with the SEC. Additional information
regarding these individuals is set forth in Life Time’s proxy statement
for its 2014 Annual Meeting of Shareholders, which was filed with the
SEC on April 24, 2014. Its Annual Report on Form 10-K for the fiscal
year ended December 31, 2014, which was filed with the SEC on March 2,
2015. These documents (when available) may be obtained for free at the
SEC’s website at www.sec.gov,
and via Life Time’s Investor Relations section of its website at www.lifetimefitness.com.
Cautionary Note Regarding Forward-Looking Statements
This document may include “forwards-looking” statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including, without limitation, statements relating to the completion of
the merger. Forward-looking statements can usually be identified by the
use of terminology such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,”
“may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,”
“will” and similar words or expression. These statements are based on
current expectations and assumptions that are subject to risks and
uncertainties. Actual results could differ materially from those
anticipated as a result of various factors, including: (1) Life Time may
be unable to obtain shareholder approval as required for the merger.
(2) conditions to the closing of the merger, including the obtaining of
required regulatory approvals, may not be satisfied. (3) the merger may
involve unexpected costs, liabilities or delays. (4) the business of
Life Time may suffer as a result of uncertainty surrounding the merger.
(5) the outcome of any legal proceedings related to the merger. (6) Life
Time may be adversely affected by other economic, business, and/or
competitive factors. (7) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement. (8) the ability to recognise benefits of the merger.
(9) risks that the merger disrupts current plans and operations and the
potential difficulties in employee retention as a result of the merger.
(10) other risks to consummation of the merger, including the risk that
the merger won't be consummated within the expected time period or at
all. (11) the risks described from time to time in Life Time’s reports
filed with the SEC under the heading “Risk Factors,” including the
Annual Report on Form 10-K for the fiscal year ended December 31, 2014,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and in
other of Life Time’s filings with the SEC. (12) general industry and
economic conditions. Readers are cautioned not to place undue reliance
on these forwards-looking statements, which speak only as of the date on
which such statements were made. Except as required by applicable law,
Life Time undertakes no obligation to update forwards-looking statements
to reflect events or circumstances arising after such date.