SCHEDULE 13D/A: Leonard Green & Partners Reduces Significant Stake in Life Time Group Holdings Through Public Offering

Leonard Green & Partners and its affiliated entities have significantly reduced their beneficial ownership in Life Time Group Holdings, Inc. by selling over 11.6 million shares in a recent public offering at $29.38 per share.

Summary

• Green LTF Holdings II LP, Green Equity Investors VI, L.P., and other affiliated entities (collectively, the "Reporting Persons") have filed an Amendment No. 4 to their Schedule 13D regarding their ownership in Life Time Group Holdings, Inc.
• The amendment reports the sale of a total of 11,655,582 shares of Common Stock in a registered public offering on June 5, 2025, at a price of $29.38 per share.
• Specifically, Green LTF sold 11,443,038 shares, Associates VI-A sold 19,381 shares, and Associates VI-B sold 193,163 shares.
• Following these sales, the Reporting Persons' aggregate beneficial ownership in Life Time Group Holdings, Inc. has decreased to 29,898,037 shares, representing approximately 13.6% of the issued and outstanding Common Stock.
• The ownership percentages are based on 219,417,165 shares outstanding as of May 6, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q.
• In connection with the offering, the selling entities entered into a 60-day lock-up agreement, restricting further sales of Common Stock until approximately August 4, 2025.

Sentiment

Score: 5

Explanation: The document is a factual report of a significant shareholder's reduction in stake through a public offering. While a large sale can sometimes be viewed negatively, it's a standard liquidity event for private equity and doesn't inherently reflect on the company's operational performance. The lock-up agreement is also a standard practice.

Positives

• The public offering provides liquidity for the selling shareholders, which is a standard part of an investment lifecycle for private equity firms.
• The transaction occurred at a specific price of $29.38 per share, providing a clear valuation point for the shares sold.

Negatives

• A significant reduction in ownership by a major institutional investor like Leonard Green & Partners could be perceived by some market participants as a signal of reduced confidence or a move towards exiting their investment.

Risks

• The lock-up agreement prevents the selling shareholders from further disposing of shares for 60 days, which could lead to potential selling pressure once the lock-up period expires.

Future Outlook

The selling shareholders are subject to a 60-day lock-up agreement, preventing them from further selling or transferring shares until approximately August 4, 2025.

Industry Context

This filing reflects a common strategy for private equity firms like Leonard Green & Partners to monetize their investments in publicly traded companies through secondary offerings. It does not provide direct insights into Life Time Group Holdings, Inc.'s operational performance or competitive landscape within the health and fitness industry.

Related Party Transactions

• The sale of shares was conducted by entities affiliated with Leonard Green & Partners, a significant existing shareholder of Life Time Group Holdings, Inc.

Stakeholder Impact

• Shareholders: The sale of a large block of shares by a major investor could introduce short-term volatility or perceived uncertainty. The lock-up period provides a temporary buffer against further immediate sales from these specific entities.
• Company (Life Time Group Holdings, Inc.): The transaction provides liquidity for a major investor but does not directly impact the company's balance sheet or operations, as it was a secondary offering.

Next Steps

• Expiration of the 60-day lock-up period for the selling shareholders, allowing them to potentially sell more shares.

Key Dates

Recommendation

Keywords

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