TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (NASDAQ:CLUB) Files An 8-K Entry into a Material Definitive Agreement

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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (NASDAQ:CLUB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement.

The information set forth below in “Item 2.01 Completion of Acquisition or Disposition of Assets” of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 13, 2018, Town Sports International Holdings, Inc. (the “Company” or “TSI Holdings”), to an asset purchase agreement executed on February 22, 2018 (the “APA”) by and among the buyer entities as set forth in the APA, subsidiary entities of the Company (the “Buyers”), TW Holdings, Inc. (“Total Woman”), SPAD Holdings, LLC (“SPAD”), TW Glendale, Inc. (“Glendale”), TW Westlake Village, Inc. (“Westlake” and together with Total Woman, SPAD and Glendale, collectively referred to herein as the “Sellers”), and Total Woman Franchising, Inc, completed the acquisition of substantially all of the assets used in the business of the Sellers and assumed certain liabilities of the Sellers, as set forth in the APA (the “Acquisition”). The Buyers entry into the APA was previously reported on a Current Report on Form 8-K, dated February 22, 2018.

As previously reported, under the APA, the Sellers received a purchase price of Eight Million Dollars ($8,000,000) in cash subject to certain adjustments set forth in the APA (the “Purchase Price”) at the closing of the Acquisition, $800,000 of which will remain in escrow for one year as an indemnity fund, subject to certain customary adjustments. The Purchase Price excludes the assumption of certain liabilities.

The foregoing summary of the APA and the Acquisition does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the APA, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 22, 2018 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.

The Company intends to file the financial statements of the Sellers required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for Item 2.01 of this Current Report on Form 8-K.

(b) Pro Forma Financial Information.

The Company intends to file the financial statements of the Sellers required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for Item 2.01 of this Current Report on Form 8-K.


About TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (NASDAQ:CLUB)

Town Sports International Holdings, Inc. (Town Sports) is an owner and operator of fitness clubs in the Northeast and Mid-Atlantic regions of the United States. The Company, through its subsidiaries, operates over 150 fitness clubs (clubs) and approximately three BFX Studio (studio) locations. The Company’s operating segments include New York Sports Clubs (NYSC), Boston Sports Clubs (BSC), Philadelphia Sports Clubs (PSC), Washington Sports Clubs (WSC), Swiss Sports Clubs and BFX Studio. It owns and operates over 105 clubs under the NYSC brand name within New York City, including in approximately 40 locations in Manhattan. It owns and operates approximately 30 clubs in the Boston region under BSC brand name, over 10 fitness clubs in the Washington, District of Columbia region under WSC brand name, and approximately five clubs in the Philadelphia region under PSC brand name. In addition, it owns and operates approximately three fitness clubs in Switzerland.

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