Ropes & Gray Advises Planet Fitness in Refinancing and Accelerated Share Repurchase

Ropes & Gray represented Planet Fitness, Inc. in a $825 million whole business securitization follow-on, including a $75 million revolving facility, and a $350 million accelerated share repurchase agreement with Citibank.

Planet Fitness issued a new series of Class A-2 senior secured notes in two tranches and Class A-1 variable funding notes providing for a $75 million revolving facility. The Class A-2 notes were used to repay in full its Series 2022-1 Class A-2-I notes, which as of Sept. 30 had a principal balance of approximately $410 million. The notes were also used to pay the transaction costs and fund the reserve accounts associated with the securitized financing facility, and will be available for general corporate purposes, including funding share repurchases by the company.

In the second transaction, Planet Fitness will acquire shares under the ASR agreement as part of its $500 million share repurchase authorization previously announced on June 13, 2024.

Both the refinancing transaction and the accelerated share repurchase agreement were announced on Dec. 15. Ropes & Gray also advised the company on its 2024 WBS and ASR transactions.

Planet Fitness is one of the largest and fastest-growing franchisors and operators of fitness centers in the world with 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.

Capital markets partner Tom Fraser and counsel Kelly Finn advised Planet Fitness on both transactions.

The whole-business securitization team included finance partners Patricia Lynch, Amir Shmueli, and Matthieu Wharmby, asset management partner Anna Lawry, IP transactions partners Erica Han and Dan Freshman, and tax counsel Sara Clevering.

The accelerated share repurchase team included asset management partner Jeremy Liabo and asset management counsel Lindsey Jones.