Planet Fitness Enters Material Definitive Agreement

TL;DR

PFNT signed a big deal, details TBD.

AI Summary

Planet Fitness, Inc. announced on June 6, 2024, that it entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits as part of this 8-K filing. Specific details regarding the agreement and financial information were not provided in the excerpt.

Why It Matters

This filing indicates a significant new agreement for Planet Fitness, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement, which implies significant business changes that could carry inherent risks.

Key Players & Entities

• Planet Fitness, Inc. (company) — Registrant
• June 6, 2024 (date) — Date of Report
• 001-37534 (company) — Commission File Number
• 4 Liberty Lane West (location) — Principal executive offices address
• Hampton, NH 03842 (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.0001 — which registered Class A common stock, $0.0001 Par Value PLNT New York Stock Exchange
• $425 million — principal amount of notes consisting of $425 million Series 2024-1 5.765% Fixed Rate Senior
• $375 million — pated repayment term of five years, and $375 million Series 2024-1 6.237% Fixed Rate Senior

Filing Documents

• plnt-20240606.htm (8-K) — 42KB
• ex11purchaseagreement.htm (EX-1.1) — 398KB
• plntwbspricingpressrelease.htm (EX-99.1) — 12KB
• 0001637207-24-000053.txt ( ) — 650KB
• plnt-20240606.xsd (EX-101.SCH) — 2KB
• plnt-20240606_lab.xml (EX-101.LAB) — 21KB
• plnt-20240606_pre.xml (EX-101.PRE) — 12KB
• plnt-20240606_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

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.

01 Other Events

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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Purchase Agreement dated June 6 , 2024 among Planet Fitness Master Issuer LLC, as Master Issuer, Planet Fitness SPV Guarantor LLC, Planet Fitness Franchising LLC, Planet Fitness Assetco LLC and Planet Fitness Distribution LLC, each as Guarantor, Planet Fitness Holdings, LLC, as Manager, the Company and Planet Fitness Intermediate, LLC and Pla-Fit Holdings, LLC, as parent companies, and Guggenheim Securities, LLC, as representative of the several initial purchasers. 99.1 Planet Fitness, Inc. Announces Proposed Refinancing Transaction, dated June 7 , 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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

View Full Filing

View this 8-K filing on SEC EDGAR