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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Life Time Group Holdings, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 18, 2025 |
FIFTEENTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10.1 Execution Version FIFTEENTH AMENDMENT TO CREDIT AGREEMENT This FIFTEENTH AMENDMENT TO THE CREDIT AGREEMENT, dated as of August 18, 2025 (this “Fifteenth Amendment”), by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LIFE TIME, INC. (formerly known as LIFE TIME FITNESS, INC.), a Minnesota corporation and successor in interest to LTF MERGER SUB, INC., as |
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| August 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 18, 2025 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Com |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 5, 2025 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Comm |
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| August 5, 2025 |
Life Time Reports Second Quarter 2025 Financial Results Exhibit 99.1 FOR IMMEDIATE RELEASE Life Time Reports Second Quarter 2025 Financial Results •Total revenue of $761.5 million increased 14.0% over the prior year quarter •Net income of $72.1 million increased 36.6% over the prior year quarter •Diluted EPS of $0.32 increased 23.1% over the prior year quarter •Adjusted net income of $84.1 million increased 60.5% over the prior year quarter •Adjusted E |
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| June 6, 2025 |
20,000,000 Shares Common Stock 424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-281465 20,000,000 Shares Common Stock The selling stockholders identified in this prospectus supplement (the “selling stockholders”) are offering 20,000,000 shares of our common stock. We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders. Our common stock is list |
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| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 5, 2025 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Commis |
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| June 6, 2025 |
EXHIBIT 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Life Time Group Holdings, Inc. |
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| June 6, 2025 |
Exhibit 1.1 20,000,000 Shares of Common Stock Life Time Group Holdings, Inc. Shares of Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENT June 5, 2025 June 5, 2025 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 BofA Securities, Inc. One Bryant Park New York, NY 10036 Ladies and Gentlemen: Certain shareholders of Life Time Group Holdings, Inc., a Delaware corpor |
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| June 5, 2025 |
424B7 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed. |
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| May 8, 2025 |
Life Time Reports First Quarter 2025 Financial Results Exhibit 99.1 FOR IMMEDIATE RELEASE Life Time Reports First Quarter 2025 Financial Results •Total revenue of $706.0 million increased 18.3% over the prior year quarter •Net income of $76.1 million increased 205.6% over the prior year quarter •Diluted EPS increased to $0.34 for the quarter •Adjusted net income of $88.1 million increased 188.9% over the prior year quarter •Adjusted EBITDA of $191.6 m |
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| May 8, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 8, 2025 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Commiss |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 25, 2025 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Comm |
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| March 13, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 27, 2025 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (C |
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| March 3, 2025 |
Exhibit 1.1 Execution Version 23,000,000 Shares of Common Stock Life Time Group Holdings, Inc. Shares of Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENT February 27, 2025 February 27, 2025 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 BofA Securities, Inc. One Bryant Park New York, NY 10036 Ladies and Gentlemen: Certain shareholders of Life Time Group Holdi |
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| February 28, 2025 |
EXHIBIT 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Life Time Group Holdings, Inc. |
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| February 28, 2025 |
23,000,000 Shares Common Stock Filed Pursuant to Rule 424(b)(7) Registration No. 333-281465 23,000,000 Shares Common Stock The selling stockholders identified in this prospectus supplement (the “selling stockholders”) are offering 23,000,000 shares of our common stock. We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders. Our common stock is listed on the New York Stock |
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| February 28, 2025 |
23,000,000 Shares Common Stock Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-281465 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permit |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-408 |
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| February 27, 2025 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiary Jurisdiction of Organization Athlinks Inc. Delaware ChronoTrack Administrator LLC Delaware ChronoTrack Holdings LLC Delaware ChronoTrack Mexico, S. DE R.I. DE C.V. Mexico ChronoTrack Systems Europe B.V. Netherlands Healthy Way of Life I, LLC Delaware Healthy Way of Life II, LLC Delaware Healthy Way of Life III, LLC Delaware Healthy Way of Life IV, LLC Delaware Healthy Way o |
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| February 27, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 27, 2025 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (C |
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| February 27, 2025 |
Life Time Announces Commencement of Secondary Offering of 23,000,000 Shares of Common Stock Issuer Free Writing Prospectus Filed pursuant to Rule 433 Registration Statement No. |
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| February 27, 2025 |
Life Time Reports Fourth Quarter and Full-Year 2024 Financial Results Exhibit 99.1 FOR IMMEDIATE RELEASE Life Time Reports Fourth Quarter and Full-Year 2024 Financial Results •Total revenue increased 18.7% to $663.3 million for the fourth quarter and 18.2% to $2,621.0 million for the year •Net income increased 57.0% to $37.2 million for the fourth quarter and 105.3% to $156.2 million for the year •Diluted EPS increased to $0.17 for the fourth quarter and $0.74 for t |
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| February 27, 2025 |
Life Time Group Holdings, Inc. Non-Employee Director Compensation Policy, as amended Exhibit 10.13 LIFE TIME GROUP HOLDINGS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Non-employee members of the board of directors (the “Board”) of Life Time Group Holdings, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall |
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| February 27, 2025 |
Life Time Group Holdings, Inc. Insider Trading Compliance Policy and Procedures. Exhibit 19.1 LIFE TIME GROUP HOLDINGS, INC. INSIDER TRADING COMPLIANCE POLICY AND PROCEDURES Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of material nonpublic information from providing this information to others who may trade |
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| January 16, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Life Time Reports Preliminary Estimated Fourth Quarter and Full-Year 2024 Financial Results and Introduces Select Fiscal 2025 Guidance •Total revenue estimated to increase 18.5% to $661-$663 million for the fourth quarter and 18.2% to $2,619-$2,621 million for the year* •Net income estimated to increase 35.0% to $31-$33 million for the fourth quarter and 98.4% to |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 16, 2025 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Co |
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| December 31, 2024 |
The directors and executive officers of each of Bevco, USD Bevco, SNI and Aguila are as follows: Exhibit 1 The directors and executive officers of each of Bevco, USD Bevco, SNI and Aguila are as follows: Bevco Lux S. |
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| December 31, 2024 |
Exhibit 2 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock, $0. |
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| November 13, 2024 |
LTH / Life Time Group Holdings, Inc. / Green LTF Holdings II LP - SC 13D/A Activist Investment SC 13D/A 1 d909416dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Life Time Group Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 53190C102 (CUSIP Number) Jennifer Bellah Maguire Gibson, Dunn & Crutcher LLP 333 South Grand Ave |
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| November 13, 2024 |
LTH / Life Time Group Holdings, Inc. / TPG GP A, LLC - AMENDMENT TO FORM SC 13D Activist Investment SC 13D/A 1 tpga-sc13da111124.htm AMENDMENT TO FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Life Time Group Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 53190C102 (CUSIP Number) Bradford Berenson TPG Inc. 301 Commerce Street, Suite |
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| November 6, 2024 |
Exhibit 4.1 Execution Version INDENTURE Dated as of November 5, 2024 Among Life Time, Inc., The Guarantors Party Hereto And Wilmington Savings Fund Society, FSB, as Trustee and Notes Collateral Agent 6.000% SENIOR SECURED NOTES DUE 2031 CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 71 SECTION 1.03. [Reserved] 72 SEC |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 5, 2024 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Co |
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| November 6, 2024 |
Exhibit 10.1 FOURTEENTH AMENDMENT TO CREDIT AGREEMENT This FOURTEENTH AMENDMENT TO THE CREDIT AGREEMENT, dated as of November 5, 2024 (this “Fourteenth Amendment”), by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LIFE TIME, INC. (formerly known as LIFE TIME FITNESS, INC.), a Minnesota corporation and successor in interest to LTF MERGER SUB, INC., as borrower (the |
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| October 29, 2024 |
SC 13D/A 1 ea0219098-13da1lifecolife.htm AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Life Time Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 53190C102 (CUSIP Number) Alec Anderson 5 Waterloo Lane, Unit 5A Pembroke, Bermuda HM08 (N |
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| October 29, 2024 |
Joint Filing Agreement, dated October 29, 2024, among the Reporting Persons Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock, $0. |
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| October 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| October 24, 2024 |
Life Time Reports Third Quarter 2024 Financial Results Exhibit 99.1 FOR IMMEDIATE RELEASE Life Time Reports Third Quarter 2024 Financial Results •Total revenue of $693.2 million, an increase of 18.5% over the prior year quarter •Net income of $41.4 million, an increase of 422.5% over the prior year quarter •Adjusted net income of $56.3 million, an increase of 110.9% over the prior year quarter •Adjusted EBITDA of $180.3 million, an increase of 26.1% o |
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| October 24, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 24, 2024 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Co |
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| October 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 22, 2024 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Co |
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| October 17, 2024 |
October 17, 2024 VIA EDGAR Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F Street, N. |
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| October 15, 2024 |
Exhibit 99.1 Life Time Reports Preliminary Estimated Third Quarter 2024 Financial Results; Launches Process to Refinance its Existing Notes • Total revenue estimated to be $693.2 million, an increase of 18.5% over the prior year quarter • Net income estimated to be $41.4 million, an increase of 422.5% over the prior year quarter • Adjusted net income estimated to be $56.3 million, an increase of 1 |
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| October 15, 2024 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 15, 2024 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Co |
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| October 15, 2024 |
Exhibit 99.2 O c t o b e r 1 5 , 2 0 2 4 Lender Presentation MIDDLETOWN L E G A L FORWARD-LOOKING STATEMENTS This presentation includes “forward-looking statements” within the meaning of federal securities regulations. Forward-looking statements in this presentation include, but are not limited to, the plans, strategies and prospects, both business and financial, of Life Time Group Holdings, Inc. |
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| October 9, 2024 |
October 9, 2024 VIA EDGAR Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F Street, N. |
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| September 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 20, 2024 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) ( |
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| September 23, 2024 |
Exhibit 10.1 THIRTEENTH AMENDMENT TO CREDIT AGREEMENT This THIRTEENTH AMENDMENT TO THE CREDIT AGREEMENT, dated as of September 20, 2024 (this “Thirteenth Amendment”), by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LIFE TIME, INC. (formerly known as LIFE TIME FITNESS, INC.), a Minnesota corporation and successor in interest to LTF MERGER SUB, INC., as borrower (t |
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| August 16, 2024 |
SC 13D/A 1 d866757dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Life Time Group Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 53190C102 (CUSIP Number) Partners Group (USA) Inc. 1114 Avenue of the Americas, 37th floor New Y |
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| August 16, 2024 |
LTH / Life Time Group Holdings, Inc. / Green LTF Holdings II LP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Life Time Group Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 53190C102 (CUSIP Number) Jennifer Bellah Maguire Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90 |
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| August 16, 2024 |
LTH / Life Time Group Holdings, Inc. / TPG GP A, LLC - AMENDMENT TO FORM SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Life Time Group Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 53190C102 (CUSIP Number) Bradford Berenson TPG Inc. 301 Commerce Street, Suite 3300 Fort Worth, TX 76102 (817) 871-4000 (Name, Address a |
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| August 14, 2024 |
Exhibit 1.1 Execution Version 12,000,000 Shares of Common Stock Life Time Group Holdings, Inc. Shares of Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENT August 12, 2024 August 12, 2024 Morgan Stanley & Co. LLC BofA Securities, Inc. as Representatives of the several Underwriters listed in Schedule II hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o BofA |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 12, 2024 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Com |
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| August 13, 2024 |
12,000,000 Shares Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-281465 12,000,000 Shares Common Stock We are offering 6,000,000 shares of our common stock and the selling stockholders identified in this prospectus supplement (the “selling stockholders”) are offering 6,000,000 shares of our common stock. We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockh |
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| August 13, 2024 |
EXHIBIT 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Life Time Group Holdings, Inc. |
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| August 12, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-281465 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permit |
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| August 12, 2024 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Life Time Group Holdings, Inc. |
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| August 12, 2024 |
As filed with the Securities and Exchange Commission on August 12, 2024 As filed with the Securities and Exchange Commission on August 12, 2024 Registration No. |
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| August 6, 2024 |
LTH / Life Time Group Holdings, Inc. / MSD CAPITAL L P - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 6, 2024 |
Joint Filing Agreement dated August 6, 2024 EX-99.1 2 d853194dex991.htm EX-99.1 Exhibit 99.1 CUSIP No. 53190C102 JOINT FILING AGREEMENT The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, |
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| August 1, 2024 |
Life Time Names Erik Weaver Chief Financial Officer Exhibit 99.2 Life Time Names Erik Weaver Chief Financial Officer CHANHASSEN, Minn. (August 1, 2024) – Life Time Group Holdings, Inc. (“Life Time,” “we,” “our,” or the “Company”) (NYSE: LTH) today announced that Erik Weaver has been appointed Executive Vice President & Chief Financial Officer effective today, August 1, 2024. Mr. Weaver had served as the Company’s Interim Chief Financial Officer sin |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 31, 2024 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Commi |
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| August 1, 2024 |
Life Time Reports Second Quarter 2024 Financial Results Exhibit 99.1 FOR IMMEDIATE RELEASE Life Time Reports Second Quarter 2024 Financial Results •Total revenue of $667.8 million increased 18.9% over the prior year quarter •Net income of $52.8 million increased by $35.8 million over the prior year quarter •Adjusted EBITDA of $173.5 million increased by 27.6% over the prior year quarter •Diluted EPS increased to $0.26 •Achieved positive free cash flow |
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| May 28, 2024 |
LTH / Life Time Group Holdings, Inc. / SLT Investors, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Life Time Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 53190C102 (CUSIP Number) Steven E. Fivel Simon Property Group, Inc. 225 West Washington Street Indianapolis, IN 46204 (317) 636-1600 (Name, Address and Telephone |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 26, 2024 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Comm |
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| May 1, 2024 |
Life Time Reports First Quarter 2024 Financial Results Exhibit 99.1 FOR IMMEDIATE RELEASE Life Time Reports First Quarter 2024 Financial Results CHANHASSEN, Minn. (May 1, 2024) – Life Time Group Holdings, Inc. (“Life Time,” “we,” “our,” “us,” or the “Company”) (NYSE: LTH) today announced its financial results for the fiscal first quarter ended March 31, 2024. Bahram Akradi, Founder, Chairman and CEO, stated: “We are extremely pleased with our first qu |
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| March 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 29, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 28, 2024 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (C |
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| February 28, 2024 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiary Jurisdiction of Organization Athlinks Inc. Delaware ChronoTrack Administrator LLC Delaware ChronoTrack Holdings LLC Delaware ChronoTrack Mexico, S. DE R.I. DE C.V. Mexico ChronoTrack Systems Europe B.V. Netherlands Healthy Way of Life I, LLC Delaware Healthy Way of Life II, LLC Delaware Healthy Way of Life III, LLC Delaware Healthy Way of Life IV, LLC Delaware Healthy Way o |
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| February 28, 2024 |
Exhibit 10.22 AGREEMENT AND GENERAL RELEASE This Agreement and General Release (this “Agreement”), effective as of December 31, 2023 (the “Effective Date”), is between Jeffrey G. Zwiefel (“you”) and Life Time Group Holdings, Inc. and its affiliates and subsidiaries (collectively, the “Company”). Collectively, you and the Company are referred to herein as “the Parties.” In consideration of the mutu |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-408 |
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| February 28, 2024 |
Exhibit 10.23 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”), between Life Time, Inc., a Minnesota corporation with its principal offices located at 2902 Corporate Place, Chanhassen, MN 55317 (together with its parents, affiliates and subsidiaries, “Life Time” or the “Company”), and Jeffrey G. Zwiefel, having a mailing address of 1051 West 82nd Street, Chaska, MN 55318 (“Consult |
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| February 28, 2024 |
Exhibit 10.13 LIFE TIME GROUP HOLDINGS, INC. 2021 INCENTIVE AWARD PLAN PERFORMANCE STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Performance Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the “Plan”) of Life Time Group Holdings, Inc. (the “Company”). The Company hereby grants |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 28, 2024 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (C |
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| February 28, 2024 |
Life Time Group Holdings, Inc. Executive Incentive Compensation Recovery Policy. Exhibit 97.1 LIFE TIME GROUP HOLDINGS, INC. EXECUTIVE INCENTIVE COMPENSATION RECOVERY POLICY Adopted September 22, 2023 Policy The Board of Directors (the “Board”) of Life Time Group Holdings, Inc. (the “Company”) has adopted this Executive Incentive Compensation Recovery Policy (this “Policy”) pursuant to Rule 10D-1 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the |
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| February 28, 2024 |
Life Time Reports Fourth Quarter and Full-Year Fiscal 2023 Financial Results Exhibit 99.1 FOR IMMEDIATE RELEASE Life Time Reports Fourth Quarter and Full-Year Fiscal 2023 Financial Results •Total revenue increased 18.2% to $558.8 million for the fourth quarter and 21.6% to $2,216.6 million for the year •Net income increased to $23.7 million for the fourth quarter and $76.1 million for the year •Adjusted net income increased to $38.0 million for the fourth quarter and $129. |
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| February 1, 2024 |
LTH / Life Time Group Holdings, Inc. / MSD CAPITAL L P - SC 13D/A Activist Investment SC 13D/A 1 d719292dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* LIFE TIME GROUP HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 53190C102 (CUSIP Number) C. Alex Bahn WilmerHale 2100 Pennsylvania Avenue, NW Washington, DC 2003 |
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| February 1, 2024 |
Joint Filing Agreement dated February 1, 2024 EX-99.1 2 d719292dex991.htm EX-99.1 CUSIP No. 53190C102 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, |
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| December 26, 2023 |
Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Confidential SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is entered into effective January 5, 2024 (the “Effective Date”) by and between, Life Time, Inc., a Minnesota corporation (together with any of its parents, subsidiaries or affiliates, collectively the “Company”), and Robert Houghton (“Executive” or “you”) (collectivel |
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| December 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 22, 2023 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (C |
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| December 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 6, 2023 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Co |
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| December 6, 2023 |
Exhibit 10.1 Execution Version ELEVENTH AMENDMENT TO CREDIT AGREEMENT This ELEVENTH AMENDMENT TO THE CREDIT AGREEMENT, dated as of December 6, 2023 (this “Eleventh Amendment”), by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LIFE TIME, INC. (formerly known as LIFE TIME FITNESS, INC.), a Minnesota corporation and successor in interest to LTF MERGER SUB, INC., as b |
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| October 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| October 25, 2023 |
Life Time Reports Third Quarter Fiscal 2023 Financial Results Exhibit 99.1 FOR IMMEDIATE RELEASE Life Time Reports Third Quarter Fiscal 2023 Financial Results •Total revenue increased 17.9% to $585.2 million from $496.4 million in the third quarter of 2022. •Net income decreased to $7.9 million from $24.7 million in the third quarter of 2022. •Adjusted net income increased to $26.7 million from an adjusted net loss of $11.5 million in the third quarter of 20 |
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| October 25, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 25, 2023 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Co |
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| August 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 16, 2023 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Com |
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| August 16, 2023 |
1Presentation title in footer Flatirons, CO Investor Presentation August 16, 2023 2 Forward-Looking Statements Safe Harbor This presentation includes “forward-looking statements” within the meaning of federal securities regulations. |
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| July 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| July 25, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 25, 2023 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Commi |
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| July 25, 2023 |
Life Time Reports Second Quarter Fiscal 2023 Financial Results Exhibit 99.1 FOR IMMEDIATE RELEASE Life Time Reports Second Quarter Fiscal 2023 Financial Results •Second quarter revenue increased 21.8% to $561.7 million from $461.3 million in the second quarter of 2022. •Net income increased to $17.0 million from a net loss of $2.3 million in the second quarter of 2022. •Adjusted EBITDA increased 115.5% to $136.0 million from $63.1 million in the second quarte |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 6, 2023 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Commis |
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| May 12, 2023 |
Execution Version TENTH AMENDMENT TO CREDIT AGREEMENT This TENTH AMENDMENT TO THE CREDIT AGREEMENT, dated as of May 9, 2023 (this “Tenth Amendment”), by and among LTF INTERMEDIATE HOLDINGS, INC. |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 9, 2023 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Commiss |
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| May 1, 2023 |
exhibit101formrsuagreeme Exhibit 10.1 LIFE TIME GROUP HOLDINGS, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the “Plan”) of Life Time Group Holdings, Inc. (the “Company”). The |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 1, 2023 |
lifetime-investorpresent 1Presentation title in footer Palm Beach Gardens, FL Investor Presentation May 1, 2023 2 Legal Disclaimer Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of federal securities regulations. |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 26, 2023 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Comm |
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| April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 25, 2023 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Comm |
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| April 25, 2023 |
Life Time Reports First Quarter Fiscal 2023 Financial Results Exhibit 99.1 Life Time Reports First Quarter Fiscal 2023 Financial Results •Revenue increased by 30.2% to $510.9 million from $392.3 million in the first quarter of 2022 •Net income increased to $27.5 million from a net loss of $38.0 million in the first quarter of 2022 •Adjusted EBITDA increased by 195.8% to $120.1 million from $40.6 million in the first quarter of 2022 •Life Time raises full yea |
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| April 14, 2023 |
LTH / Life Time Group Holdings Inc / TEACHER RETIREMENT SYSTEM OF TEXAS Activist Investment TRSSchedule 13D/A Schedule 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 8, 2023 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiary Jurisdiction of Organization Athlinks Inc. Delaware ChronoTrack Administrator LLC Delaware ChronoTrack Holdings LLC Delaware ChronoTrack Mexico, S. DE R.I. DE C.V. Mexico ChronoTrack Systems Europe B.V. Netherlands Healthy Way of Life I, LLC Delaware Healthy Way of Life II, LLC Delaware Healthy Way of Life III, LLC Delaware Healthy Way of Life IV, LLC Delaware Healthy Way o |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-408 |
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| March 8, 2023 |
Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following descriptions of our capital stock and provisions of our amended and restated certificate of incorporation and our amended and restated bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and the amended and restated bylaws, which are filed as exhibits to our annual reports on Form 10-K. |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 8, 2023 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Commi |
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| March 8, 2023 |
Life Time Reports Fourth Quarter and Full-Year Fiscal 2022 Financial Results Exhibit 99.1 Life Time Reports Fourth Quarter and Full-Year Fiscal 2022 Financial Results CHANHASSEN, Minn. (March 8, 2023) – Life Time Group Holdings, Inc. (“Life Time,” “we,” “our,” “us,” or the “Company”) (NYSE: LTH) today announced its financial results for the fiscal fourth quarter and full-year ended December 31, 2022. Bahram Akradi, Founder, Chairman and CEO, stated: “We had a strong 2022 a |
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| March 8, 2023 |
Exhibit 10.17 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”), between Life Time, Inc., a Minnesota corporation with its principal offices located at 2902 Corporate Place, Chanhassen, MN 55317 (together with its parents, affiliates and subsidiaries, “Life Time” or the “Company”), and Thomas E. Bergmann, having a mailing address of 50 Anemone Drive, Boulder, CO, 80302 (“Consultant |
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| March 8, 2023 |
Exhibit 10.16 AGREEMENT AND GENERAL RELEASE This Agreement and General Release (this “Agreement”), effective as of December 30, 2022 (the “Effective Date”), is between Thomas E. Bergmann (“you”) and Life Time Group Holdings, Inc. and its affiliates and subsidiaries (collectively, the “Company”). Collectively, you and the Company are referred to herein as “the Parties.” In consideration of the mutu |
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| February 14, 2023 |
LTH / Life Time Group Holdings Inc / MSD CAPITAL L P - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2023 |
EX-99.1 2 d469545dex991.htm EX-99.1 CUSIP No. 53190C102 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, |
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| January 31, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 31, 2023 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Co |
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| January 31, 2023 |
Investor Presentation January 31, 2023 Rancho San Clemente, CA 2 Legal Disclaimer Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of federal securities regulations. |
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| January 9, 2023 |
Exhibit 99.1 Life Time Reports Preliminary Financial Results for Fourth Quarter and Full-Year Fiscal 2022 and Introduces Fiscal 2023 Guidance CHANHASSEN, Minn. (January 9, 2023) – Life Time Group Holdings, Inc. (“Life Time,” “we,” “our” or the “Company”) (NYSE: LTH) today announced preliminary unaudited financial results for the fourth quarter and full-year fiscal 2022. The Company also introduced |
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| January 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 9, 2023 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Com |
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| December 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 30, 2022 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (C |
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| November 9, 2022 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 9, 2022 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Co |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 9, 2022 |
Life Time Reports Third Quarter Fiscal 2022 Financial Results EX-99.1 2 lth-20220930xex991.htm EX-99.1 Exhibit 99.1 Life Time Reports Third Quarter Fiscal 2022 Financial Results CHANHASSEN, Minn. (November 9, 2022) – Life Time Group Holdings, Inc. (“Life Time,” “we,” “our,” “us,” or the “Company”) (NYSE: LTH) today announced its financial results for the fiscal third quarter ended September 30, 2022. Bahram Akradi, Founder, Chairman and CEO, stated: “We are |
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| August 29, 2022 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?), entered into as of August 28, 2022 (the ?Effective Date?), is made by and between Life Time Group Holdings, Inc. (?Life Time?, and together with any of its subsidiaries and affiliates as may employ Executive from time to time, and any successor(s) thereto, the ?Company? (except as set forth in Section 9(a)) and Robert |
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| August 29, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Life Time President and CFO, Tom Bergmann, to Retire from Company on December 31, 2022; Company Also Named Robert Houghton Executive Vice President and CFO Effective August 28, 2022; Bergmann to Remain President and Assist with Transition through End of Year CHANHASSEN, Minn. (August 29, 2022) ? Life Time? Group Holdings, Inc. (?Life Time,? ?we,? ?our,? or the ?C |
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| August 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 26, 2022 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Com |
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| August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 10, 2022 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 10, 2022 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Com |
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| August 10, 2022 |
Life Time Reports Second Quarter Fiscal 2022 Financial Results Exhibit 99.1 Life Time Reports Second Quarter Fiscal 2022 Financial Results CHANHASSEN, Minn. (August 10, 2022) ? Life Time Group Holdings, Inc. (?Life Time,? ?we,? ?our,? ?us,? or the ?Company?) (NYSE: LTH) today announced its financial results for the fiscal second quarter ended June 30, 2022. Bahram Akradi, Founder, Chairman and CEO, stated: ?We are happy to report that Life Time is growing bac |
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| June 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 29, 2022 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Commi |
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| June 29, 2022 |
Life Time Appoints Donna Coallier to Board of Directors Exhibit 99.1 Life Time Appoints Donna Coallier to Board of Directors CHANHASSEN, Minn. (June 29, 2022) ? Life Time Group Holdings, Inc. (?Life Time,? ?we,? ?our,? ?us,? or the ?Company?) (NYSE: LTH) today announced that Donna Coallier has been appointed to serve on its Board of Directors effective July 1, 2022. Additionally, Ms. Coallier will serve on the Company?s Audit Committee beginning August |
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| May 11, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 10, 2022 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Commis |
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| May 11, 2022 |
Exhibit 10.1 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?), entered into as of September 13, 2021, is made by and between Life Time Group Holdings, Inc. (?Life Time?, and together with any of its subsidiaries and affiliates as may employ Executive from time to time, and any successor(s) thereto, the ?Company? (except as set forth in Section 9(a)) and Parham Ja |
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| May 11, 2022 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 11, 2022 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Commis |
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| May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 11, 2022 |
Life Time Reports First Quarter Fiscal 2022 Financial Results Exhibit 99.1 Life Time Reports First Quarter Fiscal 2022 Financial Results CHANHASSEN, Minn. (May 11, 2022) ? Life Time Group Holdings, Inc. (?Life Time,? ?we,? ?our,? ?us,? or the ?Company?) (NYSE: LTH) today announced its financial results for the fiscal first quarter ended March 31, 2022. Bahram Akradi, Founder, Chairman and CEO, stated: ?We are very pleased with the momentum in our business an |
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| March 30, 2022 |
DEFA14A 1 a2022-additionalmaterialfoa.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of th |
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| March 30, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 15, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Life Time Group Holdings, Inc. |
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| March 15, 2022 |
As filed with the Securities and Exchange Commission on March 15, 2022 As filed with the Securities and Exchange Commission on March 15, 2022 Registration No. |
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| March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-408 |
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| March 10, 2022 |
description of our Common Stock Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following descriptions of our capital stock and provisions of our amended and restated certificate of incorporation and our amended and restated bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and the amended and restated bylaws, which are filed as exhibits to our annual reports on Form 10-K. |
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| March 10, 2022 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiary Jurisdiction of Organization Athlinks Inc. Delaware ChronoTrack Administrator LLC Delaware ChronoTrack Holdings LLC Delaware ChronoTrack Mexico, S. DE R.I. DE C.V. Mexico ChronoTrack Systems Europe B.V. Netherlands Healthy Way of Life I, LLC Delaware Healthy Way of Life II, LLC Delaware Healthy Way of Life III, LLC Delaware Healthy Way of Life IV, LLC Delaware Healthy Way o |
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| March 10, 2022 |
Exhibit 99.1 Life Time Reports Fourth Quarter and Full Year Fiscal 2021 Financial Results Q4 and full year revenue increased 57.8% to $360.5 million and 39.0% to $1.318 billion, respectively CHANHASSEN, Minn. (March 10, 2022) ? Life Time Group Holdings, Inc. (?Life Time,? ?we,? ?our,? ?us,? or the ?Company?) (NYSE: LTH) today announced its financial results for the fiscal fourth quarter and full y |
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| March 10, 2022 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 10, 2022 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Comm |
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| January 18, 2022 |
US53190C1027 / Life Time Group Holdings Inc / TPG GP A, LLC - AMENDED SC13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Life Time Group Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 53190C102 (CUSIP Number) Bradford Berenson TPG Inc. 301 Commerce Street, Suite 3300 Fort Worth, TX 76102 (817) 871-4000 (Name, Address |
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| December 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 2, 2021 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Co |
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| December 6, 2021 |
Exhibit 10.1 NINTH AMENDMENT TO CREDIT AGREEMENT This NINTH AMENDMENT TO THE CREDIT AGREEMENT, dated as of December 2, 2021 (this ?Ninth Amendment?), by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (?Holdings?), LIFE TIME, INC. (formerly known as LIFE TIME FITNESS, INC.), a Minnesota corporation and successor in interest to LTF MERGER SUB, INC., as borrower (the ?Borrower?), t |
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| November 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40887 Life |
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| November 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 1, 2021 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Co |
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| October 28, 2021 |
Life Time Announces Third Quarter Fiscal 2021 Financial Results Revenue increased 66. |
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| October 28, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 28, 2021 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdiction of Incorporation) (Co |
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| October 22, 2021 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Life Time Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 53190C102 (CUSIP Number) Bahram Akradi c/o Life Time Group Holdings, Inc. 2902 Corporate Place Chanhassen, MN 55317 (Name, Address and Telephone Number of P |
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| October 22, 2021 |
CNTA / Centessa Pharmaceuticals plc / SLT Investors, LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Life Time Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 53190C102 (CUSIP Number) Steven E. Fivel Simon Property Group, Inc. 225 West Washington Street Indianapolis, IN 46204 (317) 636-1600 (Name, Address and Telephone N |
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| October 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Life Time Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 53190C102 (CUSIP Number) LNK Partners 81 Main Street White Plains, NY 10601 (914) 824-5900 (Name, Address and Telephone Number of Person Authorized to Receive Noti |
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| October 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Life Time Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 53190C102 (CUSIP Number) Alec Anderson 5 Waterloo Lane, Unit 5A Pembroke, Bermuda HM08 (Name, Address and Telephone Number of Person Authorized to Receive Notices |
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| October 22, 2021 |
TPG Group Holdings (SBS) Advisors, Inc. - SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Life Time Group Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 53190C102 (CUSIP Number) Bradford Berenson TPG Global, LLC 301 Commerce Street, Suite 3300 Fort Worth, TX 76102 (817) 871-4000 (Name, Add |
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| October 22, 2021 |
TEACHER RETIREMENT SYSTEM OF TEXAS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Life Time Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 53190C102 (CUSIP Number) Teacher Retirement System of Texas, Heather Traeger, General Counsel, 1000 Red River St., Austin, TX 78701, Phone: 512-542-6884 (Name, Add |
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| October 22, 2021 |
Green LTF Holdings II LP - SC 13D SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Life Time Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 53190C102 (CUSIP Number) Jennifer Bellah Maguire Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90071-3197 (213) 229-7986 (Name, |
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| October 22, 2021 |
EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock, $0. |
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| October 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| October 22, 2021 |
TEACHER RETIREMENT SYSTEM OF TEXAS begin 644 TRS13DLTF.pdf M)5!$1BTQ+C8-)>+CS],-"C0W.2 P(&]B:@T\/"],:6YE87)I>F5D(#$O3" R M,#(V.3$O3R T.#$O12 Q,#@S,S@O3B W+U0@,C R,C4S+T@@6R U,#4@,CDW M73X^#65N9&]B:@T@(" @(" @(" @(" @#0HT.3@@,"!O8FH-/#PO1&5C;V1E M4&%R;7,\/"]#;VQU;6YS(#4O4')E9&EC=&]R(#$R/CXO1FEL=&5R+T9L871E M1&5C;V1E+TE$6SQ",C8W-44X-$-#0C$U-30V0D-%13!!1$1&1D1&-$,Y.3X\ M-3 P.$$R1#)&.#-#,$,T04(Y-48W,#DQ-S9!-C0S-#4^72]);F1E>%LT-SD@ M,S! |
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| October 22, 2021 |
Exhibit 1 POWER OF ATTORNEY With respect to holdings of and transactions in securities issued by Life Time Group Holdings, Inc. |
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| October 22, 2021 |
CUSIP Number 53190C102 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. |
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| October 22, 2021 |
EXHIBIT 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D, and amendments thereto, relating to the common stock, $0. |
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| October 22, 2021 |
EX-1 Exhibit 1 Joint Filing Agreement This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Common Stock, par value $0. |
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| October 22, 2021 |
Partners Group Private Equity (master Fund), Llc - SC 13D SC 13D CUSIP Number 53190C102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 22, 2021 |
EXHIBIT 2 LOCK-UP AGREEMENT September 29, 2021 Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC BofA Securities, Inc. c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: The undersigned understands that Goldman Sachs & Co. LLC, Morgan |
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| October 22, 2021 |
TPG Group Holdings (SBS) Advisors, Inc. SC 13D Exhibit 1 AGREEMENT OF JOINT FILING This joint filing agreement (this ?Agreement?) is made and entered into as of this 22nd day of October, 2021 by and among TPG Group Holdings (SBS) Advisors, Inc., TPG Advisors VII, Inc., David Bonderman and James G. Coulter. The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise |
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| October 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Life Time Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 53190C102 (CUSIP Number) Joseph A. Hearn Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 (212) 558-4000 (Name, Address and Telephone Number of Pe |
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| October 21, 2021 |
AGREEMENT JOINT FILING OF SCHEDULE 13D Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned?s ownership of securities of the Issuer, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. |
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| October 12, 2021 |
Amended and Restated Certificate of Incorporation. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LIFE TIME GROUP HOLDINGS, INC. The name of the corporation is Life Time Group Holdings, Inc. (the ?Corporation?). The Corporation was incorporated under the name ?LTF Holdings, Inc.? by the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware on March 13, 2015 (as amended prior to t |
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| October 12, 2021 |
Third Amended and Restated Bylaws. Exhibit 3.2 Third Amended and Restated Bylaws of Life Time Group Holdings, Inc. (a Delaware corporation) Table of Contents Article I - Corporate Offices 1.1 Registered Office 1.2 Other Offices Article II - Meetings of Stockholders 2.1 Place of Meetings 2.2 Annual Meeting 2.3 Special Meeting 2.4 Notice of Business to be Brought Before a Meeting 2.5 Notice of Nominations for Election to the Board of |
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| October 12, 2021 |
As filed with the Securities and Exchange Commission on October 12, 2021 As filed with the Securities and Exchange Commission on October 12, 2021 Registration No. |
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| October 12, 2021 |
EX-10.1 4 d241998dex101.htm EX-10.1 Exhibit 10.1 Confidential LIFE TIME GROUP HOLDINGS, INC. THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT This Third Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of the Effective Date (as defined herein), by and among (i) Life Time Group Holdings, Inc. (f/k/a LTF Holdings, Inc.), a Delaware corporation (“Parent”), (ii) Green |
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| October 12, 2021 |
8-K 1 d241998d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 6, 2021 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40887 47-3481985 (State or Other Jurisdicti |
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| October 8, 2021 |
39,000,000 Shares Life Time Group Holdings, Inc. Common Stock Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-259495 39,000,000 Shares Life Time Group Holdings, Inc. Common Stock This is an initial public offering of shares of common stock of Life Time Group Holdings, Inc. We are selling all of the shares to be sold in the offering. Prior to this offering, there has been no public market for our common stock. The initial public offeri |
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| October 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Life Time Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 47-3481985 (State or incorporation or organization) (I.R.S. Employer Identification No.) 2902 Corporat |
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| October 4, 2021 |
Life Time Group Holdings, Inc. 2902 Corporate Place Chanhassen, Minnesota 55317 555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid |
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| September 29, 2021 |
Life Time Group Holdings, Inc. 2021 Incentive Award Plan. Exhibit 10.19 LIFE TIME GROUP HOLDINGS, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in |
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| September 29, 2021 |
As filed with the Securities and Exchange Commission on September 29, 2021 Table of Contents As filed with the Securities and Exchange Commission on September 29, 2021 Registration No. |
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| September 29, 2021 |
Exhibit 10.21 LIFE TIME GROUP HOLDINGS, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the ?Plan?) of Life Time Group Holdings, Inc. (the ?Company?). The Company hereby grants to |
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| September 29, 2021 |
Life Time Group Holdings, Inc. 2021 Employee Stock Purchase Plan. Exhibit 10.18 LIFE TIME GROUP HOLDINGS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intend |
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| September 29, 2021 |
Form of Stockholders Agreement EX-10.34 8 d157859dex1034.htm EX-10.34 Exhibit 10.34 Confidential LIFE TIME GROUP HOLDINGS, INC. THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT This Third Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of the Effective Date (as defined herein), by and among (i) Life Time Group Holdings, Inc. (f/k/a LTF Holdings, Inc.), a Delaware corporation (“Parent”), (ii) G |
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| September 29, 2021 |
Form of option agreement under the Life Time Group Holdings, Inc. 2021 Incentive Award Plan. Exhibit 10.20 LIFE TIME GROUP HOLDINGS, INC. 2021 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Capitalized terms not specifically defined in this Stock Option Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the ?Plan?) of Life Time Group Holdings, Inc. (the ?Company?). The Company hereby grants to the participant l |
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| September 29, 2021 |
EX-1.1 2 d157859dex11.htm EX-1.1 Exhibit 1.1 [•] Shares of Common Stock Life Time Group Holdings, Inc. Shares of Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENT [•], 2021 [•], 2021 Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC BofA Securities, Inc. c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 |
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| September 13, 2021 |
The Executive Nonqualified Excess Plan. EX-10.10 16 d157859dex1010.htm EX-10.10 Exhibit 10.10 THE EXECUTIVE NONQUALIFIED EXCESS PLAN PLAN DOCUMENT THE EXECUTIVE NONQUALIFIED EXCESS PLAN Section 1. Purpose: By execution of the Adoption Agreement, the Employer has adopted the Plan set forth herein, and in the Adoption Agreement, to provide a means by which certain management Employees or Independent Contractors of the Employer may elect t |
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| September 13, 2021 |
EX-10.4 10 d157859dex104.htm EX-10.4 Exhibit 10.4 EXECUTION VERSION THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO THE CREDIT AGREEMENT, dated as of June 9, 2016 (this “Third Amendment”), by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LIFE TIME FITNESS, INC., a Minnesota corporation and successor in interest to LTF MERGER SUB, INC., as borrower (the |
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| September 13, 2021 |
EX-10.8 14 d157859dex108.htm EX-10.8 Exhibit 10.8 EXECUTION VERSION SEVENTH AMENDMENT TO CREDIT AGREEMENT This SEVENTH AMENDMENT TO THE CREDIT AGREEMENT, dated as of March 22, 2018 (this “Seventh Amendment”), by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LIFE TIME, INC., a Minnesota corporation and successor in interest to LTF MERGER SUB, INC., as borrower (the |
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| September 13, 2021 |
EX-10.32 34 d157859dex1032.htm EX-10.32 Exhibit 10.32 EMPLOYEE NON-COMPETITION AGREEMENT This Employee Non-Competition Agreement (“Agreement”) is entered into by and between Life Time, Inc., a Minnesota corporation, with its principal place of business located at 2901 Corporate Place in Chanhassen, Minnesota (“Life Time” or the “Company”) and Bahram Akradi (the “Employee”) (the Company and the Emp |
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| September 13, 2021 |
EX-10.3 9 d157859dex103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION TECHNICAL AMENDMENT NO. 2 TO CREDIT AGREEMENT TECHNICAL AMENDMENT NO. 2 (this “Agreement”), dated as of September 14, 2015, to that certain Credit Agreement dated as of June 10, 2015 (the “Credit Agreement”) among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LIFE TIME FITNESS, INC., a Minnesota corporation |
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| September 13, 2021 |
EX-10.24 26 d157859dex1024.htm EX-10.24 Exhibit 10.24 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on January 29, 2016 (the “Effective Date”), by and between Life Time Fitness, Inc. (together with any of its parents, subsidiaries or affiliates, the “Company”), and Thomas Bergmann (“Executive”). The Company is a recognized leader in the health |
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| September 13, 2021 |
EX-10.17 23 d157859dex1017.htm EX-10.17 Exhibit 10.17 LTF HOLDINGS, INC. PREFERRED RESTRICTED STOCK AGREEMENT GRANT NOTICE The participant set forth below (the “Participant”) has been granted restricted Series A Convertible Participating Preferred Stock (“Preferred Stock”) of LTF Holdings, Inc., a Delaware corporation (the “Company”), subject to the terms and conditions of this Restricted Stock Ag |
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| September 13, 2021 |
EX-4.2 6 d157859dex42.htm EX-4.2 Exhibit 4.2 INDENTURE Dated as of February 5, 2021 Among Life Time, Inc., The Guarantors Party Hereto And Wilmington Savings Fund Society, FSB, as Trustee 8.000% SENIOR NOTES DUE 2026 CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 62 SECTION 1.03. [Reserved] 63 SECTION 1.04. Rules of |
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| September 13, 2021 |
S-1 Table of Contents As filed with the Securities and Exchange Commission on September 13, 2021 Registration No. |
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| September 13, 2021 |
Form of Amended and Restated Certificate of Incorporation of Life Time Group Holdings, Inc. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LIFE TIME GROUP HOLDINGS, INC. The name of the corporation is Life Time Group Holdings, Inc. (the ?Corporation?). The Corporation was incorporated under the name ?LTF Holdings, Inc.? by the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware on March 13, 2015 (as amended prior to t |
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| September 13, 2021 |
EX-10.29 31 d157859dex1029.htm EX-10.29 Exhibit 10.29 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), entered into as of September 13, 2021 is made by and between Life Time Group Holdings, Inc. (“Life Time”, and together with any of its subsidiaries and affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company” (except as |
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| September 13, 2021 |
EX-10.7 13 d157859dex107.htm EX-10.7 Exhibit 10.7 EXECUTION VERSION SIXTH AMENDMENT TO CREDIT AGREEMENT This SIXTH AMENDMENT TO THE CREDIT AGREEMENT, dated as of November 29, 2017 (this “Sixth Amendment”), by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LIFE TIME, INC. (formerly known as LIFE TIME FITNESS, INC.), a Minnesota corporation and successor in interest |
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| September 13, 2021 |
EX-10.30 32 d157859dex1030.htm EX-10.30 Exhibit 10.30 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), entered into as of September 13, is made by and between Life Time Group Holdings, Inc. (“Life Time”, and together with any of its subsidiaries and affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company” (except as set f |
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| September 13, 2021 |
EX-10.28 30 d157859dex1028.htm EX-10.28 Exhibit 10.28 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), entered into as of September 13, 2021, is made by and between Life Time Group Holdings, Inc. (“Life Time”, and together with any of its subsidiaries and affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company” (except as |
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| September 13, 2021 |
Life Time Group Holdings, Inc. Non-Employee Director Compensation Policy. Exhibit 10.22 Execution Version LIFE TIME GROUP HOLDINGS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Non-employee members of the board of directors (the ?Board?) of Life Time Group Holdings, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this ?Policy?). The cash and equity compensation described in |
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| September 13, 2021 |
Form of restricted stock unit agreement under LTF Holdings, Inc. 2015 Equity Incentive Plan. EX-10.13 19 d157859dex1013.htm EX-10.13 Exhibit 10.13 LTF HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE LTF Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2015 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award of restricted stock units (“Restricted St |
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| September 13, 2021 |
Form of Amended and Restated Bylaws of Life Time Group Holdings, Inc. EX-3.2 4 d157859dex32.htm EX-3.2 Exhibit 3.2 Third Amended and Restated Bylaws of Life Time Group Holdings, Inc. (a Delaware corporation) Table of Contents Article I - Corporate Offices 1.1 Registered Office 1.2 Other Offices Article II - Meetings of Stockholders 2.1 Place of Meetings 2.2 Annual Meeting 2.3 Special Meeting 2.4 Notice of Business to be Brought Before a Meeting 2.5 Notice of Nominat |
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| September 13, 2021 |
EX-10.5 11 d157859dex105.htm EX-10.5 Exhibit 10.5 EXECUTION VERSION FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT TO THE CREDIT AGREEMENT, dated as of January 27, 2017 (this “Fourth Amendment”), by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LIFE TIME FITNESS, INC., a Minnesota corporation and successor in interest to LTF MERGER SUB, INC., as borrow |
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| September 13, 2021 |
EX-10.26 28 d157859dex1026.htm EX-10.26 Exhibit 10.26 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on March , 2017 (the “Effective Date”), by and between Life Time Fitness, Inc. (together with any of its parents, subsidiaries or affiliates, the “Company”), and Jeff Zwiefel (“Executive”). The Company is a recognized leader in the health and fi |
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| September 13, 2021 |
EX-10.2 8 d157859dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION TECHNICAL AMENDMENT NO. 1 TO CREDIT AGREEMENT TECHNICAL AMENDMENT NO. 1 (this “Agreement”), dated as of July 21, 2015, to that certain Credit Agreement dated as of June 10, 2015 (the “Credit Agreement”) among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LIFE TIME FITNESS, INC., a Minnesota corporation and s |
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| September 13, 2021 |
EX-10.1 7 d157859dex101.htm EX-10.1 Exhibit 10.1 Execution Version Published CUSIP Numbers: DEAL CUSIP: 50218KAA6 REVOLVER CUSIP: 50218KAC2 TERM FACILITY CUSIP: 50218KAB4 $1,500,000,000 CREDIT AGREEMENT Dated as of June 10, 2015 among LTF INTERMEDIATE HOLDINGS, INC., as Holdings, LTF MERGER SUB, INC., as Initial Borrower, U.S. BANK NATIONAL ASSOCIATION as Issuing Bank and Swing Line Lender, DEUTSC |
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| September 13, 2021 |
EX-10.14 20 d157859dex1014.htm EX-10.14 Exhibit 10.14 NON-QUALIFIED STOCK OPTION AGREEMENT OF LTF HOLDINGS, INC. THIS AGREEMENT (the “Agreement”) is entered into as of October 6, 2015 (the “Grant Date”) by and between LTF Holdings Inc., a Delaware corporation (the “Company”), and Bahram Akradi, an employee, consultant or director of the Company or one of its Subsidiaries (hereinafter referred to a |
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| September 13, 2021 |
Exhibit 10.6 EXECUTION VERSION FIFTH AMENDMENT TO CREDIT AGREEMENT This FIFTH AMENDMENT TO THE CREDIT AGREEMENT, dated as of November 15, 2017 (this ?Fifth Amendment?), by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (?Holdings?), LIFE TIME, INC. (formerly known as LIFE TIME FITNESS, INC.), a Minnesota corporation and successor in interest to LTF MERGER SUB, INC., as borrower |
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| September 13, 2021 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiary Jurisdiction of Organization Athlinks Inc. Delaware ChronoTrack Administrator LLC Delaware ChronoTrack Holdings LLC Delaware ChronoTrack Mexico, S. DE R.I. DE C.V. Mexico ChronoTrack Systems Europe B.V. Netherlands Healthy Way of Life I, LLC Delaware Healthy Way of Life II, LLC Delaware Healthy Way of Life III, LLC Delaware Healthy Way of Life IV, LLC Delaware Healthy Way o |
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| September 13, 2021 |
Offer Letter, dated as of August 18, 2021, by and between Bahram Akradi and Life Time, Inc. EX-10.27 29 d157859dex1027.htm EX-10.27 Exhibit 10.27 August 18, 2021 Dear Bahram: We are excited to set forth the terms and conditions that shall govern your continued employment with Life Time, Inc. (the “Company”) serving in the position of Chief Executive Officer, reporting to the Company’s Board of Directors (the “Board”), and continuing to serve as Chairman of the Board (subject to nominatio |
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| September 13, 2021 |
EX-10.15 21 d157859dex1015.htm EX-10.15 Exhibit 10.15 LTF HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT GRANT NOTICE The participant set forth below (the “Participant”) has been granted Restricted Stock, subject to the terms and conditions of the LTF Holdings, Inc. 2015 Equity Incentive Plan, as amended from time to time (the “Plan”) and this Restricted Stock Agreement, whic |
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| September 13, 2021 |
Form of Underwriting Agreement EX-1.1 2 d157859dex11.htm EX-1.1 Exhibit 1.1 [•] Shares of Common Stock Life Time Group Holdings, Inc. Shares of Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENT [•], 2021 [•], 2021 Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC BofA Securities, Inc. c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 |
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| September 13, 2021 |
Exhibit 10.9 Execution Version EIGHTH AMENDMENT TO CREDIT AGREEMENT This EIGHTH AMENDMENT TO THE CREDIT AGREEMENT, dated as of January 22, 2021 (this ?Eighth Amendment?), by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (?Holdings?), LIFE TIME, INC. (formerly known as LIFE TIME FITNESS, INC.), a Minnesota corporation and successor in interest to LTF MERGER SUB, INC., as borrowe |
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| September 13, 2021 |
EX-10.16 22 d157859dex1016.htm EX-10.16 Exhibit 10.16 LTF HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT GRANT NOTICE The participant set forth below (the “Participant”) has been granted Restricted Stock, subject to the terms and conditions of the LTF Holdings, Inc. 2015 Equity Incentive Plan, as amended from time to time (the “Plan”) and this Restricted Stock Agreement, whic |
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| September 13, 2021 |
Forms of option agreements under the LTF Holdings, Inc. 2015 Equity Incentive Plan. EXHIBIT 10.12 NON-QUALIFIED STOCK OPTION AGREEMENT OF LTF HOLDINGS, INC. THIS AGREEMENT (the ?Agreement?) is entered into as of [] (the ?Grant Date?) by and between LTF Holdings, Inc., a Delaware corporation (the ?Company?), and [], an employee, consultant or director of the Company or one of its Subsidiaries (hereinafter referred to as, the ?Optionee?). WHEREAS, the Board has approved the LTF Hol |
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| September 13, 2021 |
LTF Holdings, Inc. 2015 Equity Incentive Plan, as amended. EX-10.11 17 d157859dex1011.htm EX-10.11 Exhibit 10.11 LTF HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportuni |
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| September 13, 2021 |
Exhibit 4.1 INDENTURE Dated as of January 22, 2021 Among Life Time, Inc., The Guarantors Party Hereto And Wilmington Savings Fund Society, FSB, as Trustee and Notes Collateral Agent 5.750% SENIOR SECURED NOTES DUE 2026 CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 69 SECTION 1.03. [Reserved] 70 SECTION 1.04. Rules o |
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| September 13, 2021 |
EX-10.23 25 d157859dex1023.htm EX-10.23 Exhibit 10.23 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on October 6, 2015, and effective as of the Effective Date (as defined below), by and between LTF Holdings, Inc. (“LTF Holdings”), Life Time Fitness, Inc. (“Life Time” and, together with any of its subsidiaries or affiliates that may employ Exec |
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| September 13, 2021 |
Form of Director and Officer Indemnification Agreement EX-10.33 35 d157859dex1033.htm EX-10.33 Exhibit 10.33 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (this “Agreement”) is made as of , 20 by and between Life Time Group Holdings, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement |
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| September 13, 2021 |
Exhibit 10.31 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?), entered into as of September 13, is made by and between Life Time Group Holdings, Inc. (?Life Time?, and together with any of its subsidiaries and affiliates as may employ Executive from time to time, and any successor(s) thereto, the ?Company? (except as set forth in Section 9(a)) and Ritadhwaja Jeb |
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| September 13, 2021 |
EX-10.25 27 d157859dex1025.htm EX-10.25 Exhibit 10.25 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on October , 2016 (the “Effective Date”), by and between Life Time Fitness, Inc. (together with any of its parents, subsidiaries or affiliates, the “Company”), and Eric Buss (“Executive”). The Company is a recognized leader in the health and fit |
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| September 13, 2021 |
CORRESP 1 filename1.htm FIRM / AFFILIATE OFFICES Austin Milan Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul September 13, 2021 Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington, D.C. 555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 200 |
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| August 27, 2021 |
LTF HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE EX-10.13 7 filename7.htm Exhibit 10.13 LTF HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE LTF Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2015 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award of restricted stock units (“Restricted Stock Units” or “ |
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| August 27, 2021 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.23 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into on October 6, 2015, and effective as of the Effective Date (as defined below), by and between LTF Holdings, Inc. (?LTF Holdings?), Life Time Fitness, Inc. (?Life Time? and, together with any of its subsidiaries or affiliates that may employ Executive from time to time, the ?Company? ( |
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| August 27, 2021 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION LIFE TIME GROUP HOLDINGS, INC. EX-3.1 2 filename2.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LIFE TIME GROUP HOLDINGS, INC. The name of the corporation is Life Time Group Holdings, Inc. (the “Corporation”). The Corporation was incorporated under the name “LTF Holdings, Inc.” by the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware on March 13, 2015 |
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| August 27, 2021 |
LTF HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT GRANT NOTICE EX-10.15 9 filename9.htm Exhibit 10.15 LTF HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT GRANT NOTICE The participant set forth below (the “Participant”) has been granted Restricted Stock, subject to the terms and conditions of the LTF Holdings, Inc. 2015 Equity Incentive Plan, as amended from time to time (the “Plan”) and this Restricted Stock Agreement, which includes the |
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| August 27, 2021 |
LTF HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN Exhibit 10.11 LTF HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Plan is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and thereby better aligning the int |
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| August 27, 2021 |
EMPLOYEE NON-COMPETITION AGREEMENT EX-10.28 17 filename17.htm Exhibit 10.28 EMPLOYEE NON-COMPETITION AGREEMENT This Employee Non-Competition Agreement (“Agreement”) is entered into by and between Life Time, Inc., a Minnesota corporation, with its principal place of business located at 2901 Corporate Place in Chanhassen, Minnesota (“Life Time” or the “Company”) and Bahram Akradi (the “Employee”) (the Company and the Employee are col |
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| August 27, 2021 |
Table of Contents CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. § 200.83 As confidentially submitted to the Securities and Exchange Commission on August 26, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMM |
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| August 27, 2021 |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] EX-10.27 16 filename16.htm Exhibit 10.27 August 18, 2021 Dear Bahram: We are excited to set forth the terms and conditions that shall govern your continued employment with Life Time, Inc. (the “Company”) serving in the position of Chief Executive Officer, reporting to the Company’s Board of Directors (the “Board”), and continuing to serve as Chairman of the Board (subject to nomination and electio |
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| August 27, 2021 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.24 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into on January 29, 2016 (the ?Effective Date?), by and between Life Time Fitness, Inc. (together with any of its parents, subsidiaries or affiliates, the ?Company?), and Thomas Bergmann (?Executive?). The Company is a recognized leader in the health and fitness industry, including the des |
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| August 27, 2021 |
NON-QUALIFIED STOCK OPTION AGREEMENT LTF HOLDINGS, INC. EX-10.14 8 filename8.htm Exhibit 10.14 NON-QUALIFIED STOCK OPTION AGREEMENT OF LTF HOLDINGS, INC. THIS AGREEMENT (the “Agreement”) is entered into as of October 6, 2015 (the “Grant Date”) by and between LTF Holdings Inc., a Delaware corporation (the “Company”), and Bahram Akradi, an employee, consultant or director of the Company or one of its Subsidiaries (hereinafter referred to as the “Optionee |
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| August 27, 2021 |
LTF HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT GRANT NOTICE Exhibit 10.16 LTF HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT GRANT NOTICE The participant set forth below (the ?Participant?) has been granted Restricted Stock, subject to the terms and conditions of the LTF Holdings, Inc. 2015 Equity Incentive Plan, as amended from time to time (the ?Plan?) and this Restricted Stock Agreement, which includes the terms in this Grant Notic |
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| August 27, 2021 |
EXECUTIVE EMPLOYMENT AGREEMENT EX-10.26 15 filename15.htm Exhibit 10.26 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on March , 2017 (the “Effective Date”), by and between Life Time Fitness, Inc. (together with any of its parents, subsidiaries or affiliates, the “Company”), and Jeff Zwiefel (“Executive”). The Company is a recognized leader in the health and fitness industr |
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| August 27, 2021 |
INDEMNIFICATION AND ADVANCEMENT AGREEMENT Exhibit 10.29 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (this ?Agreement?) is made as of , 20 by and between Life Time Group Holdings, Inc., a Delaware corporation (the ?Company?), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all pre |
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| August 27, 2021 |
NON-QUALIFIED STOCK OPTION AGREEMENT LTF HOLDINGS, INC. EX-10.12 6 filename6.htm EXHIBIT 10.12 NON-QUALIFIED STOCK OPTION AGREEMENT OF LTF HOLDINGS, INC. THIS AGREEMENT (the “Agreement”) is entered into as of [] (the “Grant Date”) by and between LTF Holdings, Inc., a Delaware corporation (the “Company”), and [], an employee, consultant or director of the Company or one of its Subsidiaries (hereinafter referred to as, the “Optionee”). WHEREAS, the Board |
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| August 27, 2021 |
THE EXECUTIVE NONQUALIFIED EXCESS PLAN PLAN DOCUMENT EX-10.10 4 filename4.htm Exhibit 10.10 THE EXECUTIVE NONQUALIFIED EXCESS PLAN PLAN DOCUMENT THE EXECUTIVE NONQUALIFIED EXCESS PLAN Section 1. Purpose: By execution of the Adoption Agreement, the Employer has adopted the Plan set forth herein, and in the Adoption Agreement, to provide a means by which certain management Employees or Independent Contractors of the Employer may elect to defer receipt |
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| August 27, 2021 |
EXECUTIVE EMPLOYMENT AGREEMENT EX-10.25 14 filename14.htm Exhibit 10.25 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on October , 2016 (the “Effective Date”), by and between Life Time Fitness, Inc. (together with any of its parents, subsidiaries or affiliates, the “Company”), and Eric Buss (“Executive”). The Company is a recognized leader in the health and fitness industry |
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| August 27, 2021 |
LTF HOLDINGS, INC. PREFERRED RESTRICTED STOCK AGREEMENT GRANT NOTICE EX-10.17 11 filename11.htm Exhibit 10.17 LTF HOLDINGS, INC. PREFERRED RESTRICTED STOCK AGREEMENT GRANT NOTICE The participant set forth below (the “Participant”) has been granted restricted Series A Convertible Participating Preferred Stock (“Preferred Stock”) of LTF Holdings, Inc., a Delaware corporation (the “Company”), subject to the terms and conditions of this Restricted Stock Agreement, whic |
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| August 27, 2021 |
EX-3.2 3 filename3.htm Exhibit 3.2 Third Amended and Restated Bylaws of Life Time Group Holdings, Inc. (a Delaware corporation) Table of Contents Article I - Corporate Offices 1.1 Registered Office 1.2 Other Offices Article II - Meetings of Stockholders 2.1 Place of Meetings 2.2 Annual Meeting 2.3 Special Meeting 2.4 Notice of Business to be Brought Before a Meeting 2.5 Notice of Nominations for E |
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| August 26, 2021 |
555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris August 26, 2021 Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Mad |
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| August 6, 2021 |
EX-10.1 4 filename4.htm Exhibit 10.1 Execution Version Published CUSIP Numbers: DEAL CUSIP: 50218KAA6 REVOLVER CUSIP: 50218KAC2 TERM FACILITY CUSIP: 50218KAB4 $1,500,000,000 CREDIT AGREEMENT Dated as of June 10, 2015 among LTF INTERMEDIATE HOLDINGS, INC., as Holdings, LTF MERGER SUB, INC., as Initial Borrower, U.S. BANK NATIONAL ASSOCIATION as Issuing Bank and Swing Line Lender, DEUTSCHE BANK AG N |
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| August 6, 2021 |
THIRD AMENDMENT TO CREDIT AGREEMENT Exhibit 10.4 EXECUTION VERSION THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO THE CREDIT AGREEMENT, dated as of June 9, 2016 (this ?Third Amendment?), by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (?Holdings?), LIFE TIME FITNESS, INC., a Minnesota corporation and successor in interest to LTF MERGER SUB, INC., as borrower (the ?Borrower?), the Subsidiary Guaranto |
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| August 6, 2021 |
EX-4.3 3 filename3.htm Exhibit 4.3 INDENTURE Dated as of February 5, 2021 Among Life Time, Inc., The Guarantors Party Hereto And Wilmington Savings Fund Society, FSB, as Trustee 8.000% SENIOR NOTES DUE 2026 CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 62 SECTION 1.03. [Reserved] 63 SECTION 1.04. Rules of Constructi |
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| August 6, 2021 |
EX-4.2 2 filename2.htm Exhibit 4.2 INDENTURE Dated as of January 22, 2021 Among Life Time, Inc., The Guarantors Party Hereto And Wilmington Savings Fund Society, FSB, as Trustee and Notes Collateral Agent 5.750% SENIOR SECURED NOTES DUE 2026 CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 69 SECTION 1.03. [Reserved] 7 |
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| August 6, 2021 |
FOURTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10.5 EXECUTION VERSION FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT TO THE CREDIT AGREEMENT, dated as of January 27, 2017 (this ?Fourth Amendment?), by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (?Holdings?), LIFE TIME FITNESS, INC., a Minnesota corporation and successor in interest to LTF MERGER SUB, INC., as borrower (the ?Borrower?), the Subsidiary G |
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| August 6, 2021 |
EX-21.1 13 filename13.htm Exhibit 21.1 Subsidiary Jurisdiction of Organization Athlinks Inc. Delaware ChronoTrack Administrator LLC Delaware ChronoTrack Holdings LLC Delaware ChronoTrack Mexico, S. DE R.I. DE C.V. Mexico ChronoTrack Systems Europe B.V. Netherlands Healthy Way of Life I, LLC Delaware Healthy Way of Life II, LLC Delaware Healthy Way of Life III, LLC Delaware Healthy Way of Life IV, |
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| August 6, 2021 |
Table of Contents CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. § 200.83 As confidentially submitted to the Securities and Exchange Commission on August 6, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMI |
