Planet Fitness Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
$PLNT
Hotels/Resorts
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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This current report is neither an offer to sell nor a solicitation of an offer to buy any securities of Planet Fitness, Inc. (the “Company”) or any subsidiary of the Company.
| Item 1.01 | Entry into a Material Definitive Agreement. | ||||
Class A-2 Notes
On June 6, 2024, Planet Fitness Master Issuer LLC, a limited-purpose, bankruptcy remote, indirect subsidiary of the Company (the “Master Issuer”), Planet Fitness Holdings, LLC (the “Manager”), Planet Fitness SPV Guarantor LLC, Planet Fitness Franchising LLC, Planet Fitness Assetco LLC and Planet Fitness Distribution LLC, each of which is a limited-purpose, bankruptcy remote, wholly-owned direct or indirect subsidiary of the Manager (collectively, the “Guarantors”), the Company, Planet Fitness Intermediate, LLC and Pla-Fit Holdings, LLC, entered into a Note Purchase Agreement (the “Purchase Agreement”), with Guggenheim Securities, LLC, as representative of the several initial purchasers, relating to the issuance and sale of $800 million aggregate principal amount of notes consisting of $425 million Series 2024-1 5.765% Fixed Rate Senior Secured Notes, Class A-2-I with an anticipated repayment term of five years, and $375 million Series 2024-1 6.237% Fixed Rate Senior Secured Notes, Class A-2-II with an anticipated repayment term of ten years (together, the “Class A-2 Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended. The Purchase Agreement contains customary closing conditions and the offering is anticipated to close on or around June 12, 2024 (the “Closing Date”), subject to satisfaction of various closing conditions.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 1.1.
| Item 8.01 | Other Events. | ||||
On June 7, 2024, Planet Fitness, Inc. issued a press release announcing that certain of its subsidiaries have priced a new series of securitized debt. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. | ||||
| (d) | Exhibits | ||||
SIGNATURE
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.
| PLANET FITNESS, INC. | ||||||||
| By: | /s/ Thomas Fitzgerald | |||||||
| Name: Title: | Thomas Fitzgerald Chief Financial Officer | |||||||
Dated: June 7, 2024