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PLNT > SEC Filings for PLNT > Form 8-K on 26-Sep-2016All Recent SEC Filings

Show all filings for PLANET FITNESS, INC.

Form 8-K for PLANET FITNESS, INC.


26-Sep-2016

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events

On September 22, 2016, Planet Fitness, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC (the "Underwriter") and the selling stockholders listed on Schedule I thereto (the "Selling Stockholders"), relating to the underwritten offering of 8,000,000 shares (the "Shares") of the Company's Class A common stock, par value $0.01 per share, including 5,406,019 shares of Class A common stock to be issued upon exchange of an equivalent number of common units of its subsidiary, Pla-Fit Holdings, LLC, together with an equal number of shares of its Class B common stock (the "Offering"). All of the Shares are being sold by the Selling Stockholders. The Underwriter has agreed to purchase the Shares from the Selling Stockholders pursuant to the Underwriting Agreement at a price of $19.62 per share.

The Offering is being made only by means of a prospectus. A shelf registration statement (including a prospectus) relating to the offering of common stock was filed with the Securities and Exchange Commission ("SEC") on September 1, 2016, and became effective on September 9, 2016 (Registration No. 333-213417) (the "Registration Statement"). A prospectus supplement relating to the Offering was filed with the SEC on September 26, 2016. The closing of the Offering is expected to take place on September 28, 2016, subject to the satisfaction of customary closing conditions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.

Ropes & Gray LLP, counsel to the Company, has issued an opinion to the Company, dated September 26, 2016, regarding the Shares to be sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K. Certain information relating to Part II, Item 14 "Other Expenses of Issuance and Distribution" of the Registration Statement is filed as Exhibit 99.1 to this Current Report on Form 8-K.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
  No.        Description

 1.1         Underwriting Agreement, dated September 22, 2016, by and among the
             Company, the Underwriter and the Selling Stockholders.

 5.1         Opinion of Ropes & Gray LLP

23.1         Consent of Ropes & Gray LLP (included in Exhibit 5.1 above)

99.1         Information relating to Part II, Item 14 "Other Expenses of Issuance
             and Distribution" of the Registration Statement.


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