Life Time Fitness Enters Into Definitive Agreement to Be Acquired by Affiliates of Leonard Green & Partners and TPG | Business Wire

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

common stock.

Life Time’s board of directors unanimously approved the merger agreement

and recommends that the Company’s shareholders vote in favour of the

transaction.

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

(REIT).

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.

About TPG

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.

Life Time Fitness, Inc.
Investor Relations:
John Heller, 952-229-7427
[email protected]
Media Relations:
Jason Thunstrom, 952-229-7435
[email protected]