Life Time Announces Pricing of Secondary Offering of 20,000,000 Shares of Common Stock

Rhea-AI Summary

Life Time Group Holdings (NYSE: LTH) has announced the pricing of a secondary offering of 20,000,000 shares of common stock by certain selling stockholders. The offering, priced at $29.50 per share, will generate total gross proceeds of $590,000,000 before underwriting costs. The transaction is expected to close on June 6, 2025. J.P. Morgan and BofA Securities are serving as underwriters for the offering. Notably, Life Time will not receive any proceeds from this sale, as all proceeds will go to the selling stockholders. Life Time operates more than 180 athletic country clubs across the US and Canada, serving members from 90 days to 90+ years old, and employs over 43,000 team members.

Positive

• None.

Negative

• Company will not receive any proceeds from the $590 million offering
• Large secondary offering of 20 million shares could create selling pressure on the stock
• Significant share sale by existing stockholders might signal lack of confidence in future growth

Insights

Financial Markets Analyst

Life Time's $590M secondary offering represents significant insider selling but doesn't directly impact company finances or operations.

This secondary offering of 20 million shares priced at $29.50 per share represents a substantial $590 million transaction. The key insight here is that this is entirely a secondary offering where existing stockholders (likely early investors or insiders) are selling their shares to the public. The proceeds go entirely to these selling stockholders, not to Life Time itself.

This transaction represents approximately 10% of Life Time's outstanding shares based on typical market capitalization figures, making it a significant ownership shift. While secondary offerings don't dilute existing shareholders like primary offerings would, they can signal that major holders believe the current price represents a favorable exit point.

The involvement of major underwriters J.P. Morgan and BofA Securities adds credibility to the offering. Their fixed-price approach suggests confidence in maintaining stable pricing despite the large volume being sold.

For investors, this transaction doesn't change Life Time's capital structure, debt levels, or operating capabilities since no new shares are being created and no money flows to the company. However, the substantial insider selling could raise questions about how these major stockholders view Life Time's near-term growth prospects or current valuation.

CHANHASSEN, Minn., June 5, 2025 /PRNewswire/ -- Life Time Group Holdings, Inc. (NYSE: LTH) ("Life Time" or the "Company") announced today the pricing of the previously announced underwritten secondary offering of 20,000,000 shares of the Company's common stock by certain selling stockholders, resulting in total gross proceeds of $590,000,000, before deducting underwriting discounts and commissions.

The offering is expected to close on June 6, 2025, subject to the satisfaction of customary closing conditions. The selling stockholders will receive all of the proceeds from the proposed offering. The Company will not receive any of the proceeds from the sale of shares of the Company's common stock by the selling stockholders.

J.P. Morgan and BofA Securities are serving as the underwriters for the proposed offering. The underwriters propose to offer the shares to the public from time to time at a fixed price.

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 is being 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. 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, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com or from BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department or by emailing dg.prospectus_requests@bofa.com. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

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 the United States and Canada, the complimentary, comprehensive Life Time app and nearly 30 of the most iconic athletic events in the country. The health and wellness pioneer uniquely serves people 90 days to 90+ years old through its healthy living, healthy aging, healthy entertainment communities and ecosystem, along with a range of healthy way of life programs and information, and highly trusted LTH nutritional supplements and products. Life Time was recently certified as a Great Place to Work®, reinforcing its commitment to fostering an exceptional workplace culture on behalf of its more than 43,000 dedicated team members.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking statements, including with respect to consummation of 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.

FAQ

What is the size and price of Life Time Group's (LTH) secondary offering in June 2025?

Life Time Group's secondary offering consists of 20,000,000 shares of common stock, with total gross proceeds of $590,000,000, implying a price of $29.50 per share.

Will Life Time (LTH) receive any proceeds from the secondary offering?

No, Life Time will not receive any proceeds from the secondary offering. All proceeds will go to the selling stockholders.

Who are the underwriters for Life Time's (LTH) secondary offering?

J.P. Morgan and BofA Securities are serving as the underwriters for the secondary offering.

When will Life Time's (LTH) secondary offering close?

The secondary offering is expected to close on June 6, 2025, subject to customary closing conditions.

How many athletic clubs does Life Time (LTH) currently operate?

Life Time operates more than 180 athletic country clubs across the United States and Canada.