Life Time Group Holdings Inc. filed SEC Form 8-K: Other Events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01. | Other Events. |
On February 27, 2025, Life Time Group Holdings, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc., as underwriters (the “Underwriters”), and the selling stockholders named therein (the “Selling Stockholders”), in connection with the offering and sale by the Selling Stockholders of 23,000,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”) at an offering price of $30.40 per Share, less underwriting discounts and commissions (the “Offering”). The Offering closed on March 3, 2025.
The Shares were sold pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-281465) and a related prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission.
The Company did not receive any of the proceeds from the Offering.
The Underwriting Agreement contains customary representations, warranties, covenants, and indemnification obligations of the Company, the Selling Stockholders and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated February 27, 2025, by and among the Company, the Selling Stockholders and J.P. Morgan Securities LLC and BofA Securities, Inc., as underwriters. | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Life Time Group Holdings, Inc. | ||||||
| Date: March 3, 2025 | By: | /s/ Erik Weaver | ||||
| Erik Weaver | ||||||
| Executive Vice President & Chief Financial Officer | ||||||