Planet Fitness, Inc. (NYSE:PLNT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

ClassA-2 Notes

On July 19, 2018, (the “Pricing Date”), Planet Fitness Master Issuer LLC, a newly-formed, 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 newly-formed, 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 dated July 19, 2018 (the “Purchase Agreement”), a copy of which is attached to this Form 8-K as Exhibit 1.1, with Guggenheim Securities, LLC, Citigroup Global Markets, Inc. and ING Financial Markets LLC, as initial purchasers, relating to the issuance and sale of $1.2billion aggregate principal amount of notes consisting of $575million Series 2018-1 4.262% Fixed Rate Senior Secured Notes, ClassA-2-I with an anticipated term of 4 years, and $625million Series 2018-1 4.666% Fixed Rate Senior Secured Notes, ClassA-2-II with an anticipated term of 7 years (together, the “ClassA-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 August1, 2018 (the “Closing Date”), subject to satisfaction of various closing conditions.

Variable Funding Notes

In connection with the execution of the Purchase Agreement, the Master Issuer also entered into a revolving financing facility consisting of Variable Funding Notes (the “Variable Funding Notes”), which allows for the issuance of up to $75million of Variable Funding Notes and certain other credit instruments, including letters of credit, as of the Closing Date. The Master Issuer does not anticipate drawing on the Variable Funding Notes on the Closing Date, and immediately after issuance, the Master Issuer expects all $75million of the Variable Funding Notes will be undrawn. The Variable Funding Notes will allow for drawings on a revolving basis. Drawings and certain additional terms related to the Variable Funding Notes are governed by the ClassA-1 Note Purchase Agreement dated as of the Pricing Date (the “Variable Funding Note Purchase Agreement”), the form of which is attached to this Form 8-K as Exhibit 10.1, among the Master Issuer, the Guarantors, Planet Fitness Holdings, LLC, certain conduit investors, financial institutions and funding agents, and ING Capital LLC, as provider of letters of credit, as swingline lender and as administrative agent. The Variable Funding Notes will be governed in part by the Variable Funding Note Purchase Agreement and by certain generally applicable terms contained in the Base Indenture, to be dated as of the Closing Date, among the Master Issuer and Citibank, N.A. as trustee and securities intermediary. Interest on the Variable Funding Notes will be payable at per annum rates equal to three month LIBOR or the lenders’ commercial paper funding rate plus 200 basis points. There is a commitment fee on the unused portion of the Variable Funding Notes facility, equal to 50 basis points. It is anticipated that the principal and interest on the Variable Funding Notes will be repaid in full on or prior to September 2023, subject to two additional one-year extensions at the option of Planet Fitness Holdings, LLC. Following the anticipated repayment date (and any extensions thereof), additional interest will accrue on the Variable Funding Notes equal to 5.00% per annum. The Variable Funding Notes and other credit instruments issued under the Variable Funding Note Purchase Agreement are secured by substantially all of the assets of the Master Issuer and the Guarantors. In connection with the issuance of

the Variable Funding Notes on the Closing Date the Master Issuer expects to terminate the commitments with respect to the Company’s existing senior secured credit facilities. The Variable Funding Note Purchase Agreement contains customary closing conditions and the offering is anticipated to close on the Closing Date.

Item 1.01. Other Events.

On July19, 2018, 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 1.01 Financial Statements and Exhibits.

(d) Exhibits

Planet Fitness, Inc. Exhibit
EX-1.1 2 d527956dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 PLANET FITNESS MASTER ISSUER LLC SERIES 2018-1 4.262% FIXED RATE SENIOR SECURED NOTES,…
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About Planet Fitness, Inc. (NYSE:PLNT)

Planet Fitness, Inc. is a franchisor and operator of fitness centers in the United States. The Company operates through three segments: Franchise, Corporate-owned stores and Equipment. The Franchise segment includes operations related to its franchising business in the United States, Puerto Rico, Canada and the Dominican Republic. The Corporate-owned stores segment includes operations with respect to all corporate-owned stores throughout the United States and Canada. The Equipment segment includes the sale of equipment to franchisee-owned stores in the United States. It serves as the reporting entity for its various subsidiaries that operate three distinct lines of business: licensing and selling franchises under the Planet Fitness trade name; owning and operating fitness centers under the Planet Fitness trade name, and selling fitness-related equipment to franchisee-owned stores.