Planet Fitness Inc. on Wednesday announced that it has priced $550 million of Series 2019-1 Class A-2 Fixed Rate Senior Secured Notes (the “Class A-2 Notes”), with an anticipated repayment term of 10 years and a fixed interest rate of 3.858 percent per annum, payable quarterly.

The Class A-2 Notes are expected to be issued by Planet Fitness Master Issuer LLC, a limited-purpose, bankruptcy remote, indirect subsidiary of Planet Fitness, Inc. in a privately placed securitization transaction.

The proceeds from the expected sale of the Class A-2 Notes will be used as follows:

  • to pay the transaction costs and fund the reserve accounts associated with the securitized financing facility, and
  • for working capital purposes and for general corporate purposes, which may include a return of capital to the Company’s equityholders.

The Company expects the transaction to close on or around December 3, 2019, subject to satisfaction of various closing conditions.  There can be no assurance regarding the timing of closing or that the sale of the Class A-2 Notes will be completed.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Class A-2 Notes or any other security.  The Class A-2 Notes to be offered have not been, and will not be, registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933.

Share Repurchase Authorization

The Company announced that its Board of Directors has authorized up to $500 million of share repurchases. The timing of the purchases and the amount of stock repurchased is subject to the Company’s discretion and will depend on market and business conditions, the Company’s general working capital needs, stock price, applicable legal requirements and other factors. The Company’s ability to repurchase shares at any particular time is also subject to the terms of the indenture governing its outstanding notes. Purchases may be effected through one or more open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, or a combination of the foregoing. The Company is not obligated under the program to acquire any particular amount of stock and can suspend or terminate the program at any time.