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(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (i952)
i947-0000
N/A (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
iCommon stock, par value $0.01 per share
iLTH
iThe
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On December 2, 2021, Life Time, Inc. (the “Borrower”) and certain of its wholly owned subsidiaries, each of which is a wholly owned subsidiary of Life Time Group Holdings,
Inc. (the “Company”), entered into that certain Ninth Amendment to Credit Agreement (the “Amendment”), which amended its existing credit agreement (as amended and restated, the “Credit Agreement”).
Among other things, the Amendment provides for (i) an increase in the commitments under the revolving credit facility to $475 million, and (ii) an extension of the maturity of the revolving credit facility to December 2, 2026, except that the maturity will be (a) September 22, 2024 if the Borrower has not refinanced or amended in a manner set forth in the Amendment its outstanding term loan facility by such date, (b) October 16, 2025 if the Borrower
has at least $100 million remaining outstanding on its senior secured notes on such date and (c) January 14, 2026 if the Borrower has at least $100 million remaining outstanding on its senior unsecured notes on such date.
Loans under the revolving credit facility will continue to bear interest at a floating rate per annum of, at the Borrower’s option, LIBOR plus an applicable margin of 4.25% or a base rate plus 3.25%. The applicable margins will decrease to 4.00% and 3.50%, with respect to LIBOR-based loans, and 3.00% and 2.50%, with respect to base rate loans, in each case upon achieving certain first lien net leverage thresholds as provided in the Amendment.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit
10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
