Planet Fitness, Inc. Announces Accelerated Share Repurchase Program
Posted: November 14, 2018 in Chains
HAMPTON, N.H. – Planet Fitness, Inc. (NYSE: PLNT) (the “Company”), 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.
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.