SCHEDULE 13D/A: Leonard Green & Partners Entities Reduce Stake in Life Time Group Holdings Through $297.5 Million Public Offering

Entities affiliated with Leonard Green & Partners have significantly reduced their beneficial ownership in Life Time Group Holdings, Inc. by selling over 9.8 million shares for approximately $297.5 million in a recent public offering.

Summary

• This Amendment No. 3 to Schedule 13D reports that Green LTF Holdings II LP and its affiliated entities, including Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC, and LGP Associates VI-B LLC, have reduced their beneficial ownership in Life Time Group Holdings, Inc.
• On March 3, 2025, these reporting persons sold a combined total of 9,871,687 shares of Common Stock in a registered public offering at a price of $30.13 per share, generating approximately $297.5 million in proceeds for the selling entities.
• Following the transaction, the reporting persons collectively beneficially own 41,553,619 shares of Common Stock, which represents 19.2% of the Issuer's 215,981,424 outstanding shares.
• In connection with the offering, the selling entities entered into a 60-day lock-up agreement, restricting them from further sales or transfers of Common Stock until approximately April 27, 2025.

Sentiment

Score: 5

Explanation: The filing reports a significant share sale by a major institutional investor, which is a factual transaction. While a large sale could be perceived negatively by some, it is a standard part of a private equity firm's exit strategy and does not inherently indicate negative performance or outlook for the underlying company. The document itself is purely factual reporting.

Positives

• The public offering provided liquidity for the selling shareholders, allowing them to monetize a portion of their investment.
• The offering was executed at a price of $30.13 per share, indicating a specific valuation for the shares at the time of sale.

Negatives

• A significant reduction in ownership by a major institutional investor (Leonard Green & Partners) could be perceived by the market as a signal of reduced confidence or a strategic exit, potentially putting downward pressure on the stock price.
• The sale of nearly 9.9 million shares represents a substantial block of stock entering the public market, which could increase supply and potentially dilute demand.

Risks

• The document itself does not explicitly state new risks for the company. The primary risk related to this filing is the potential market perception and impact on share price due to a large shareholder reducing its stake.
• The lock-up agreement prevents further sales by these specific entities for 60 days, but after this period, they could potentially sell more shares, which might create future supply pressure.

Future Outlook

The reporting persons are subject to a 60-day lock-up agreement, restricting them from further sales or transfers of Common Stock until approximately April 27, 2025. After this period, they will be free to sell additional shares, subject to market conditions and other agreements.

Industry Context

This filing primarily details a change in beneficial ownership by a private equity firm. It does not provide information to analyze broader industry trends or competitive landscape for Life Time Group Holdings, Inc. It reflects a common strategy for private equity investors to monetize their investments in publicly traded companies.

Stakeholder Impact

• Shareholders: The sale of a large block of shares could increase market supply, potentially impacting share price. Existing shareholders might view the reduction in stake by a major investor with mixed sentiment.
• Company (Life Time Group Holdings, Inc.): The company itself did not raise capital from this offering, as the proceeds went to the selling shareholders. The offering might increase the public float and liquidity of its shares.

Next Steps

• The 60-day lock-up period for the selling shareholders will expire around April 27, 2025, after which they will be able to sell additional shares.

Key Dates

Recommendation

Keywords

Life Time Group Holdings, LTG, SEC filing, Schedule 13D/A, beneficial ownership, share sale, public offering, secondary offering, Leonard Green & Partners, institutional investor, lock-up agreement, equity, common stock