[April 14, 2015] |
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Life Time Fitness Announces Early Termination of HSR Waiting Period for Proposed Acquisition by Affiliates of Leonard Green & Partners and TPG
Life Time Fitness, Inc. (NYSE: LTM), The Healthy Way of Life Company,
today announced that it has received early termination of the required
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, with respect to its proposed acquisition by affiliates
of Leonard Green & Partners and TPG.
As previously announced on March 16, 2015, the Company has 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
will remain in his role and has committed to make a rollover investment
of $125 million in Life Time common stock.
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. 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. Guggenheim
Securities and Wells Fargo (News - Alert) 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 &
Gray 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, which also are
serving as financial advisors to Leonard Green & Partners and TPG.
Affiliates of Mizuho Bank LTD and U.S. Bank National Association also
are financing sources. Kirkland & Ellis LLP served as legal advisor to
LNK Partners. Dorsey & Whitney LLP is serving as legal advisor to Mr.
Akradi.
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 April 14, 2015, the Company
operated 115 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 (News - Alert), CHG Healthcare, and Petco. For more
information, please visit www.leonardgreen.com.
About TPG TPG is a leading global private investmnt 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, and 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, or serving on the boards of many
leading consumer and retail businesses, including Staples (News - Alert), Quaker Oats,
Pepsi, Gatorade, Panera Bread, Life Time Fitness, Levi Strauss,
PVH/Tommy Hilfiger/Calvin Klein, Campbell's, Pepperidge Farm, Godiva,
and 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 Commission (the "SEC (News - Alert)"), including a definitive
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), and 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, or by calling (952) 229-7427.
This document does not 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
shareholders in connection with the proposed merger, and any interest
they have in the proposed merger, will be set forth in the definitive
proxy statement when it is 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, and 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 "forward-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 recognize 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 will not 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; and (12) general industry and
economic conditions. Readers are cautioned not to place undue reliance
on these forward-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 forward-looking statements
to reflect events or circumstances arising after such date.
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