Planet Fitness, Inc. (NYSE:PLNT) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On May26, 2017, Planet Intermediate, LLC, a Delaware limited
liability company (Planet Intermediate), and Planet Fitness
Holdings, LLC, a New Hampshire limited liability company (Planet
Fitness Holdings and, together with Planet Intermediate, the
Credit Parties), each a wholly-owned subsidiary of Planet
Fitness, Inc., a Delaware corporation (the Corporation), amended
(such amendment, dated as of May26, 2017, by and among Planet
Intermediate, Planet Fitness Holdings, JPMorgan Chase Bank, N.A.,
as Administrative Agent, and the lenders party thereto, the Third
Amendment) the credit agreement governing the Credit Parties
senior secured credit facility dated as of March31, 2014 (as
amended on March31, 2015 by that certain Amendment No.1 to Credit
Agreement, by and among Planet Intermediate, Planet Fitness
Holdings, the Administrative Agent and the lenders party thereto
and as further amended on November10, 2016 by that certain
Amendment No.2 to Credit Agreement, by and among Planet
Intermediate, Planet Fitness Holdings, the Administrative Agent
and the lenders party thereto, the Existing Credit Agreement) by
and among Planet Intermediate, Planet Fitness Holdings, as
borrower, the Administrative Agent and the lenders party thereto
from time to time. The Existing Credit Agreement, as further
amended by the Third Amendment, is referred to herein as the
Credit Agreement. The Third Amendment reduces the interest rate
margins in respect of the term loans and revolving loans funded
under the Credit Agreement.
Under the Credit Agreement, borrowings of term loans and
revolving loans shall bear interest at a rate per annum equal to
the applicable margin (as described below) plus, either (a)a base
rate determined by reference to the highest of (1)the prime rate
publicly announced from time to time by JPMorgan Chase Bank,
N.A., (2)the federal funds effective rate, plus 0.50% and (3)a
LIBOR rate determined by reference to the costs of funds for U.S.
dollar deposits for an interest period of one month adjusted for
certain additional costs, plus 1.00% or (b)a LIBOR rate
determined by reference to the costs of funds for U.S. dollar
deposits for the interest period relevant to such borrowings
adjusted for certain additional costs, which, in the case of the
term loans only, shall be no less than 0.75%.
to the Third Amendment, the applicable margin for existing term
loan borrowings under the Credit Agreement was reduced from
(i)3.50% to 3.00% for LIBOR rate borrowings and (ii)2.50% to
2.00% for base rate borrowings. After delivery to the
Administrative Agent of the quarterly financial statements and
compliance certificate for the quarter ended June30, 2017, so
long as the Total Net Leverage Ratio (as defined in the Credit
Agreement) of the Credit Parties is less than 3.50 to 1.00, the
applicable margin for term loan borrowings will be further
reduced to (i)2.75% for LIBOR rate borrowings and (ii)1.75% for
base rate borrowings.
to the Third Amendment, the applicable margin for loan borrowings
remains based on the quarterly Total Net Leverage Ratio of the
Credit Parties, subject to the following reductions in the
applicable margin: (a)if the Total Net Leverage Ratio is greater
than 4.00 to 1.00, the applicable margin for revolving loan
borrowings will be reduced from (i)3.25% to 3.00% for LIBOR rate
borrowings and (ii)2.25% to 2.00% for base rate revolving loan
borrowings; (b) if the Total Net Leverage Ratio is less than or
equal to 4.00 to 1.00, but greater than 3.00 to 1.00, the
applicable margin for revolving loan borrowings will be reduced
from (i)3.00% to 2.75% for LIBOR rate borrowings and (ii)2.00% to
1.75% for base rate borrowings; and (c)if the Total Net Leverage
Ratio is less than or equal to 3.00 to 1.00, the applicable
margin for revolving loan borrowings will be reduced from
(i)2.75% to 2.50% for LIBOR rate borrowings and (ii)1.75% to
1.50% for base rate borrowings.
A copy of the Third Amendment, including the Credit Agreement, is
attached to this Current Report on Form 8-K as Exhibit 10.1 and
is incorporated herein by reference as though fully set forth
herein. The foregoing summary description of the Credit Agreement
and the transactions contemplated thereby are not intended to be
complete, and are qualified in their entirety by the complete
text of the Third Amendment and the Credit Agreement, as
applicable.
Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth in Item1.01 above is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
| 10.1 |
Third Amendment to Credit Agreement, dated May 26, 2017, by and among Planet Intermediate, LLC, Planet Fitness Holdings, LLC, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. |
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 down -0.12 at 21.51 with 546,773 shares trading hands.