Planet Fitness, Inc. Announces Proposed Refinancing Transaction

Rhea-AI Summary

Planet Fitness (NYSE: PLNT) announced a proposed refinancing by certain subsidiaries that would issue a new securitized series and repay existing notes. The company intends to issue $750 million Series 2025-1 Fixed Rate Senior Secured Notes, Class A-2, with the potential to upsize to $850 million, and expects the offering to close in December 2025 subject to market conditions.

Net proceeds are expected to repay in full the Series 2022-1 Class A-2-I Notes (≈$410 million principal), fund transaction costs and reserve accounts, and provide general corporate purposes, which may include share repurchases. As of Sept 30, 2025, the company had ≈$2.2 billion outstanding under its securitized financing facility and no borrowings under the existing variable funding notes facility.

Positive

• Planned issuance of $750M Series 2025-1 (can upsize to $850M)
• Proceeds to repay ≈$410M Series 2022-1 Class A-2-I notes
• Intend to enter a $75M variable funding note facility
• No borrowings under existing variable funding facility as of Sept 30, 2025
• Proceeds may fund general corporate purposes, including share repurchases

Negative

• ≈$2.2B outstanding securitized debt as of Sept 30, 2025
• Refinancing subject to market conditions; may not complete in December 2025
• Offered Notes not registered under the Securities Act; limited resale in U.S.

Insights

Capital Markets Strategist

Planned securitization and note issuance to refinance a portion of existing debt and provide liquidity, likely neutral absent pricing or covenant detail.

The company intends to issue Series 2025-1 fixed‑rate senior secured notes of $750 million (upsize option to $850 million) and to add a $75 million variable funding note facility alongside an existing $75 million facility. Proceeds are earmarked to repay the $410 million Series 2022-1 Class A-2-I notes, cover transaction costs and reserves, and for general corporate purposes including possible share repurchases; the company reported about $2.2 billion outstanding under its securitized financing facility as of September 30, 2025.

The business mechanism is routine refinancing: replace maturing securitized paper with new fixed‑rate notes while adding short‑term variable funding capacity. Key dependencies and risks include final market pricing, covenant structure, and execution risk; the company explicitly warns there is no assurance the transaction will complete on the stated terms. Watch for final deal economics at closing in December 2025, the actual issuance size (whether upsized to $850 million), and any disclosure of covenants or use of proceeds for share repurchases, all of which materially affect credit profile and shareholder capital allocation over the next several quarters.

HAMPTON, N.H., Dec. 1, 2025 /PRNewswire/ -- Planet Fitness, Inc. (NYSE: PLNT) (together with its subsidiaries, the "Company") today announced that certain of its subsidiaries intend to complete a refinancing transaction, which will include the issuance of a new series of securitized debt under their existing securitized financing facility and repayment of their existing Series 2022-1 Class A-2-I Notes. The Company expects that these subsidiaries will also enter into a $75 million variable funding note facility, in addition to the existing $75 million 2022-1 Variable Funding Senior Secured Notes, Class A-1. As of September 30, 2025, there were no borrowings outstanding under the existing variable funding notes facility.

• The Company had approximately $2.2 billion of outstanding debt under its existing securitized financing facility as of September 30, 2025.
• The Company intends to issue $750 million Series 2025-1 Fixed Rate Senior Secured Notes, Class A-2 (the "Notes"), with the potential to upsize up to $850 million, subject to market conditions and other factors.
• The net proceeds of the securitized financing facility are expected to be used:
  • to repay in full the Series 2022-1 Class A-2-I Notes, which as of September 30, 2025, had a principal balance of approximately $410 million;
  • to pay the transaction costs and fund the reserve accounts associated with the securitized financing facility; and
  • for general corporate purposes, which may include funding share repurchases by the Company.

The consummation of the offering is subject to market and other conditions and is anticipated to close in December 2025. However, there can be no assurance that the Company will be able to successfully complete the refinancing transaction on the terms described or at all.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security. The Notes to be offered have not been, and will not be, registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933.

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 world by number of members and locations. As of September 30, 2025, Planet Fitness had approximately 20.7 million members and 2,795 clubs in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico, Australia and Spain. 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 90% of Planet Fitness clubs are owned and operated by independent business men and women.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include the Company's statements with respect to its ability to successfully complete the refinancing transaction, the potential size of the issuance, and potential share repurchases and the timing thereof. Forward-looking statements can be identified by words such as "anticipate," "expect," "intend," "may," "potential," "will," and similar references to future periods, although not all forward-looking statements include these identifying words. 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 the Company's ability to consummate the refinancing transaction on terms acceptable to the Company or at all, capital markets conditions, the Company's substantial increased indebtedness as a result of the transaction and its ability to incur additional indebtedness or refinance that indebtedness in the future, the Company's future financial performance and the Company's ability to pay principal and interest on its indebtedness, competition in the fitness industry, competition in the fitness industry, the Company's and franchisees' ability to attract and retain members, the Company's and franchisees' ability to identify and secure suitable sites for new franchise clubs, 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, failures, interruptions or security breaches of the Company's information systems or technology, general economic conditions and the other factors described in the Company's annual report on Form 10-K for the year ended December 31, 2024, the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2025, as well as 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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/planet-fitness-inc-announces-proposed-refinancing-transaction-302628672.html

SOURCE Planet Fitness, Inc.

FAQ

What size of securitized notes is Planet Fitness (PLNT) planning to issue in December 2025?

Planet Fitness intends to issue $750 million Series 2025-1 Fixed Rate Senior Secured Notes, with potential upsizing to $850 million.

How much principal will be repaid from the refinancing by Planet Fitness (PLNT)?

Net proceeds are expected to repay in full the Series 2022-1 Class A-2-I Notes, which had a principal balance of approximately $410 million as of Sept 30, 2025.

Will Planet Fitness (PLNT) add a new variable funding facility as part of the refinancing?

Yes, the company expects subsidiaries to enter into a $75 million variable funding note facility in addition to the existing $75 million facility.

When is the Planet Fitness (PLNT) refinancing expected to close and is it guaranteed?

The company anticipates closing in December 2025, but completion is subject to market and other conditions and is not guaranteed.

How much securitized debt did Planet Fitness (PLNT) have outstanding as of Sept 30, 2025?

The company reported approximately $2.2 billion of outstanding debt under its securitized financing facility as of Sept 30, 2025.

Can investors freely buy the new Planet Fitness (PLNT) Notes in the United States?

No, the Notes have not been registered under the Securities Act and may not be offered or sold in the U.S. absent registration or an applicable exemption.