Planet Fitness (PLNT) Enters $280M Accelerated Share Buyback

On June 12, 2024, Planet Fitness (NYSE: PLNT) entered into a $280 million accelerated share repurchase agreement (the “ASR Agreement”) with Citibank, N.A.(the “Bank”). The Company will acquire shares under the ASR Agreement as part of its $500 million share repurchase authorization (the “Share Repurchase Authorization”). As of June 13, 2024, before giving effect to the ASR Agreement, approximately $355 million remained available for share repurchases pursuant to the Share Repurchase Authorization.

Pursuant to the terms of the ASR Agreement, on June 14, 2024, the Company will pay the Bank $280 million in cash and will receive approximately 3.1 million shares of the Company’s Class A common stock. At final settlement, the Bank may be required to deliver additional shares to the Company, or, under certain circumstances, the Company may be required to deliver shares of its Class A common stock or may elect to make a cash payment to the Bank, based generally on the average of the daily volume-weighted average prices of the Company’s Class A common stock during the term of the ASR Agreement. The ASR Agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances under which the ASR Agreement may be accelerated, extended or terminated early by the Bank and various acknowledgments, representations and warranties made by the parties to one another. Final settlement of the ASR Agreement is expected to be completed during the third quarter of 2024, although the settlement may be accelerated at the Bank’s option.

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