Life Time Fitness Enters Into Definitive Agreement To Be Acquired
March 16, 2016
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 will 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 favor 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 are 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 forward 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 are confident that we will 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 are 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 & 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, who also are serving as financial advisors to Leonard Green & Partners and TPG. Kirkland & Ellis LLP served as legal advisor to LNK Partners.