HAMPTON,
N.H., June 7, 2024 /PRNewswire/ -- Planet
Fitness, Inc. (NYSE: PLNT) (together with its subsidiaries,
the "Company") today announced that it has priced $800 million of Series 2024-1 Class A-2 Fixed
Rate Senior Secured Notes (the "Class A-2 Notes"), which consist of
two tranches: the Class A-2-I Senior Secured Notes with an
anticipated repayment term of five years, with an aggregate
principal amount of $425 million and
a fixed interest rate of 5.765% per annum, payable quarterly, and
the Class A-2-II Senior Secured Notes with an anticipated repayment
term of ten years, with an aggregate principal amount of
$375 million and a fixed interest
rate of 6.237% per annum, payable quarterly. The Class A-2 Notes
are expected to be issued by Planet Fitness Master Issuer LLC (the
"Master Issuer"), a limited-purpose, bankruptcy remote, indirect
subsidiary of Planet Fitness, Inc. in a privately placed
securitization transaction.
The proceeds from the expected sale of the Class A-2 Notes will
be used as follows:
- to repay in full the Series 2018-1 Class A-2-II Notes, which as
of March 31, 2024, had a principal
balance of approximately $591
million;
- to pay the transaction costs and fund the reserve accounts
associated with the securitized financing facility; and
- for general corporate purposes, which may include funding share
repurchases by the Company.
The Company expects the Class A-2 Notes transaction to close on
or around June 12, 2024, subject to
satisfaction of various closing conditions. There can be no
assurance regarding the timing of closing or that the sale of the
Class A-2 Notes will be completed.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the Class A-2 Notes or any other
security. The Class A-2 Notes to be offered have not been, and will
not be, registered under the Securities Act of 1933 and may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act of 1933.
About Planet Fitness
Founded in 1992 in
Dover, NH, Planet Fitness is one
of the largest and fastest-growing franchisors and operators of
fitness centers in the world by number of members and locations. As
of March 31, 2024, Planet Fitness had
approximately 19.6 million members and 2,599 stores in all 50
states, the District of Columbia,
Puerto Rico, Canada, Panama, Mexico and Australia. The Company's mission is to enhance
people's lives by providing a high-quality fitness experience in a
welcoming, non-intimidating environment, which we call the
Judgement Free Zone®. More than 90% of Planet Fitness stores are
owned and operated by independent business men and women.
Forward-Looking Statements
This press release contains
"forward-looking statements" within the meaning of the federal
securities laws, which involve risks and uncertainties.
Forward-looking statements include the Company's statements with
respect to expected use of proceeds from the sale of the Class A-2
Notes, potential share repurchases and other statements, estimates
and projections that do not relate solely to historical facts.
Forward-looking statements can be identified by words such as
"anticipate," "expect," "intend," "may," "will," and similar
references to future periods, although not all forward-looking
statements include these identifying words. Forward-looking
statements are not assurances of future performance. Instead, they
are based only on the Company's current beliefs, expectations and
assumptions regarding the future of the business, future plans and
strategies, projections, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements
relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict
and many of which are outside of the Company's control. Actual
results and financial condition may differ materially from those
indicated in the forward-looking statements. Important factors that
could cause our actual results to differ materially include risks
and uncertainties associated with the Company's ability to
consummate the refinancing transaction on terms acceptable to the
Company or at all, capital markets conditions, the Company's
substantial increased indebtedness as a result of the transaction
and its ability to incur additional indebtedness or refinance that
indebtedness in the future, the Company's future financial
performance and the Company's ability to pay principal and interest
on its indebtedness, competition in the fitness industry,
competition in the fitness industry, the Company's and franchisees'
ability to attract and retain members, the Company's and
franchisees' ability to identify and secure suitable sites for new
franchise stores, changes in consumer demand, changes in equipment
costs, the Company's ability to expand into new markets
domestically and internationally, operating costs for the Company
and franchisees generally, availability and cost of capital for
franchisees, acquisition activity, developments and changes in laws
and regulations, our substantial increased indebtedness as a result
of our refinancing and securitization transactions and our ability
to incur additional indebtedness or refinance that indebtedness in
the future, our future financial performance and our ability to pay
principal and interest on our indebtedness, our corporate structure
and tax receivable agreements, failures, interruptions or security
breaches of the Company's information systems or technology,
general economic conditions and the other factors described in the
Company's annual report on Form 10-K for the year ended
December 31, 2023, the Company's
quarterly report on Form 10-Q for the quarter ended March 31, 2024, as well as the Company's other
filings with the Securities and Exchange Commission. In light of
the significant risks and uncertainties inherent in forward-looking
statements, investors should not place undue reliance on
forward-looking statements, which reflect the Company's views only
as of the date of this press release. Except as required by law,
neither the Company nor any of its affiliates or representatives
undertake any obligation to provide additional information or to
correct or update any information set forth in this release,
whether as a result of new information, future developments or
otherwise.
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SOURCE Planet Fitness, Inc.