Life Time Announces Commencement of Secondary Offering of 20,000,000 Shares of Common Stock
- None.
- Selling stockholders will receive all proceeds from the 20M share offering, with no proceeds going to Life Time
- Significant share sale could create downward pressure on stock price
- Reduction in ownership stake of major stockholders could signal decreased confidence
Insights
Selling stockholders offloading 20M shares in secondary offering reduces insider ownership to 43.1%, potentially pressuring LTH stock price.
The announcement of a 20,000,000 share secondary offering by Life Time Group Holdings represents a significant insider selling event. This offering comes from Leonard Green & Partners and TPG Inc., two major private equity backers, who are looking to reduce their stake in the fitness center operator.
The most notable aspect is that the company will receive none of the proceeds from this transaction. This is purely a liquidity event for these institutional investors, not a capital raise for business operations or expansion. Following the completion of this offering, the voting group that includes these selling stockholders will see their ownership position reduced to approximately 43.1% of the company's common stock.
This transaction merits attention for several reasons. First, it introduces substantial supply pressure on LTH shares, as 20 million new shares enter the public float. Second, significant insider selling often raises questions about how these sophisticated institutional investors view the company's near-term prospects and valuation. Third, the reduction in concentrated ownership to 43.1% marks a continued progression toward more dispersed public ownership, though the voting group still maintains effective control.
The involvement of major underwriters J.P. Morgan and BofA Securities indicates this is a structured, orderly offering rather than open market selling. While secondary offerings are normal for PE-backed companies post-IPO, the timing and size of this particular offering will likely be scrutinized by current shareholders as a signal of insider sentiment toward Life Time's current valuation and growth trajectory.
The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
J.P. Morgan and BofA Securities are serving as the underwriters for the proposed offering.
Important Information
An automatic shelf registration statement on Form S-3, including a base prospectus, was filed with the SEC on August 12, 2024 and became effective upon filing. The offering will be made only by means of a written prospectus supplement and the accompanying prospectus. Before you invest, you should read the prospectus included in that registration statement and the documents incorporated by reference that form part of the registration statement, as well as the prospectus supplement and accompanying prospectus related to the proposed offering. You may obtain these documents for free by visiting the SEC's website located at http://www.sec.gov. When available, copies of the preliminary prospectus supplement and the accompanying prospectus relating to these securities may also be obtained from either J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Life Time
Life Time (NYSE: LTH) empowers people to live healthy, happy lives through its portfolio of more than 180 athletic country clubs across
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements, including with respect to the proposed public offering. Management has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While they believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond management's control. These statements involve risks and uncertainties that may cause Life Time's actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, Life Time assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
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SOURCE Life Time Group Holdings, Inc.