Planet Fitness, Inc. (NYSE:PLNT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
On May10, 2017, following the completion of the sale of the
Shares (as defined below) to the Underwriting Agreement (as
described below), the investment funds affiliated with TSG
Consumer Partners, LLC (TSG) will no longer hold any
shares of ClassA common stock or ClassB common stock of Planet
Fitness, Inc. (the Company). As a result, in accordance
with the terms of the Stockholders Agreement to which TSG is a
party, in connection with the sale of the Shares, Pierre LeComte
and Charles Esserman are required to offer to tender their
resignations as directors of the Company. Mr.LeComtes offer of
resignation will be accepted by the Companys board of directors,
and as such Mr. LeComte will resign effective as of conclusion of
the 2017 annual meeting of stockholders held on May 9, 2017.
Mr.Essermans offer to resign as a director will not be accepted
by the Companys board of directors, and as such Mr. Esserman will
remain on the board of directors of the Company.
| Item8.01 | Other Events |
On May4, 2017, the Company entered into an Underwriting Agreement
(the Underwriting Agreement) with J.P. Morgan Securities
LLC (the Underwriter) and the selling stockholders listed
on Schedule 1 thereto (the Selling Stockholders), relating
to the underwritten offering of 16,085,510 shares (the
Shares) of the Companys ClassA common stock, par value
$0.01 per share, including 10,869,819 shares of ClassA common
stock to be issued upon exchange of an equivalent number of
common units of its subsidiary, Pla-Fit Holdings, LLC, together
with an equal number of shares of its ClassB common stock (the
Offering). All of the Shares are being sold by the Selling
Stockholders. The Underwriter has agreed to purchase the Shares
from the Selling Stockholders to the Underwriting Agreement at a
price of $20.28 per share.
The Offering is being made only by means of a prospectus. A shelf
registration statement (including a prospectus) relating to the
offering of common stock was filed with the Securities and
Exchange Commission (SEC) on December23, 2016, and became
automatically effective (Registration No.333-215317) (the
Registration Statement). A prospectus supplement relating
to the Offering was filed with the SEC on May4, 2017. The closing
of the Offering is expected to take place on May10, 2017, subject
to the satisfaction of customary closing conditions. A copy of
the Underwriting Agreement is filed as Exhibit 1.1 to this
Current Report on Form 8-K.
Ropes Gray LLP, counsel to the Company, has issued an opinion to
the Company, dated May10, 2017, regarding the Shares to be sold
in the Offering. A copy of the opinion is filed as Exhibit 5.1 to
this Current Report on Form 8-K. Certain information relating to
Part II, Item14 Other Expenses of Issuance and Distribution of
the Registration Statement is filed as Exhibit 99.1 to this
Current Report on Form 8-K.
| Item9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
|
Exhibit No. |
Description | |
| 1.1 |
Underwriting Agreement, dated May4, 2017, by and among the Company, the Underwriter and the Selling Stockholders. |
|
| 5.1 | Opinion of Ropes Gray LLP | |
| 23.1 | Consent of Ropes Gray LLP (included in Exhibit 5.1 above) | |
| 99.1 |
Information relating to Part II, Item 14 Other Expenses of Issuance and Distribution of the Registration Statement. |
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. Planet Fitness, Inc. (NYSE:PLNT) Recent Trading Information
Planet Fitness, Inc. (NYSE:PLNT) closed its last trading session up +0.03 at 20.95 with 1,753,594 shares trading hands.
