HAMPTON, N.H., Nov. 14, 2018 /PRNewswire/ -- Planet
Fitness, Inc. (NYSE: PLNT) (the "Company"), today announced that it
has entered into a $300 million
accelerated share repurchase agreement (the "ASR Agreement") with
Citibank, N.A. ("Citibank"). The Company will acquire shares under
the ASR Agreement as part of its $500
million share repurchase authorization previously announced
on August 9, 2018 (the "Share
Repurchase Authorization"). As of November
12, 2018, before giving effect to the ASR Agreement,
approximately $458 million remained
available for share repurchases pursuant to the Share Repurchase
Authorization.
Pursuant to the terms of the ASR Agreement, the Company will pay
Citibank $300 million in cash and
will initially receive approximately 4.6 million shares of the
Company's common stock, which is approximately 80% of the shares of
the Company's common stock it expects to repurchase under the ASR
Agreement. The total number of shares to be repurchased will be
based on the average of the daily volume-weighted average prices of
the Company's common stock during the term of the transaction, less
an agreed discount and subject to potential adjustments pursuant to
the terms and conditions of the ASR Agreement. At final settlement,
Citibank may be required to deliver additional shares of common
stock to the Company, or under certain circumstances, the Company
may be required to deliver shares of common stock or to make a cash
payment, at its election, to Citibank. The final settlement of the
transaction under the ASR is expected to occur no later than the
second quarter of 2019.
About Planet Fitness
Founded in 1992 in Dover, NH,
Planet Fitness is one of the largest and fastest-growing
franchisors and operators of fitness centers in the United States by number of members and
locations. As of September 30, 2018,
Planet Fitness had approximately 12.2 million members and 1,646
stores in 50 states, the District of
Columbia, Puerto Rico,
Canada, the Dominican Republic, Panama and Mexico. The Company's mission is to enhance
people's lives by providing a high-quality fitness experience in a
welcoming, non-intimidating environment, which we call the
Judgement Free Zone®. More than 95% of Planet Fitness stores are
owned and operated by independent business men and women.
Forward-Looking Statements
This press release contains certain "forward-looking statements"
within the meaning of the federal securities laws, which involve
risks and uncertainties. Forward-looking statements are not
assurances of future performance. Instead, they are based only on
the Company's current beliefs, expectations and assumptions
regarding the future of the business, future plans and strategies,
projections, anticipated events and trends, the economy and other
future conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of the Company's control. Actual results and
financial condition may differ materially from those indicated in
the forward-looking statements. Important factors that could cause
our actual results to differ materially include risks and
uncertainties associated with competition in the fitness industry,
the Company's and franchisees' ability to attract and retain new
members, changes in consumer demand, changes in equipment costs,
the Company's ability to expand into new markets domestically and
internationally, operating costs for the Company and franchisees
generally, availability and cost of capital for franchisees,
acquisition activity, developments and changes in laws and
regulations, our substantial increased indebtedness as a result of
our refinancing and securitization transactions and our ability to
incur additional indebtedness or refinance that indebtedness in the
future; our future financial performance and our ability to pay
principal and interest on our indebtedness, our corporate structure
and tax receivable agreements, adverse developments in the U.S. or
global capital markets, credit markets or economies generally that
could significantly impact the Company's ability to implement or
realize the benefits of the accelerated share repurchase as
currently planned, general economic conditions and the other
factors described in the Company's annual report on Form 10-K for
the year ended December 31, 2017, and
the Company's other filings with the Securities and Exchange
Commission. In light of the significant risks and uncertainties
inherent in forward-looking statements, investors should not place
undue reliance on forward-looking statements, which reflect the
Company's views only as of the date of this press release. Except
as required by law, neither the Company nor any of its affiliates
or representatives undertake any obligation to provide additional
information or to correct or update any information set forth in
this release, whether as a result of new information, future
developments or otherwise.
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SOURCE Planet Fitness, Inc.