SCHEDULE 13D/A: Partners Group Entities Divest Over 1 Million Shares in Life Time Group Holdings Through Public Offering

Partners Group entities, including PG Master Fund and PG Series 61, sold a combined 1,061,014 shares of Life Time Group Holdings, Inc. common stock at $30.13 per share in a recent public offering, reducing their collective stake.

Summary

• Partners Group Private Equity (Master Fund), LLC, Partners Group Private Equity II, LLC, Partners Group Access 83 PF LP, and Partners Group Series Access II, LLC, Series 61 (collectively, the "Reporting Persons") sold a total of 1,061,014 shares of Life Time Group Holdings, Inc. common stock.
• The shares were sold on March 3, 2025, as part of a registered public offering (the "February 2025 Public Offering") at a price of $30.13 per share.
• Specifically, PG Master Fund sold 558,721 shares, PG PE II sold 1,228 shares, PG Series 61 sold 462,506 shares, and PG Access 83 sold 38,559 shares.
• Following the sale, the Reporting Persons' beneficial ownership percentages are: PG Master Fund holds 1.1% (2,351,867 shares), PG PE II holds 0.0% (5,169 shares), PG Series 61 holds 0.9% (1,946,862 shares), and PG Access 83 holds 0.1% (162,309 shares).
• The ownership percentages are based on a total of 215,981,424 shares of Common Stock outstanding after the completion of the February 2025 Public Offering.
• In connection with the offering, the Reporting Persons entered into a lock-up agreement, agreeing not to offer, sell, pledge, or otherwise transfer any shares of Common Stock for 60 days from the February 2025 Underwriting Agreement date (February 27, 2025).

Sentiment

Score: 5

Explanation: The document is a factual report of a share sale by existing shareholders, which is an administrative update rather than an indicator of operational performance or strategic shift for the issuer. It is neutral in sentiment regarding the company's prospects.

Future Outlook

The Reporting Persons are subject to a 60-day lock-up period from February 27, 2025, during which they have agreed not to offer, sell, pledge, or otherwise transfer any additional shares of Common Stock, subject to certain exceptions.

Industry Context

This filing details a secondary public offering by institutional investors, which is a common liquidity event for private equity firms or large shareholders seeking to monetize their investment in a publicly traded company. It does not provide broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: The public offering by existing shareholders increases the float of shares available in the market, which can impact liquidity and potentially share price dynamics. The reduction in Partners Group's stake alters the ownership structure.
• Selling Shareholders (Partners Group entities): Realized proceeds from the sale of their investment in Life Time Group Holdings, Inc.

Next Steps

• The Reporting Persons are restricted from further sales of Common Stock for 60 days from February 27, 2025, due to the lock-up agreement.

Key Dates

Keywords

Life Time Group Holdings, Partners Group, SEC Filing, Schedule 13D, Public Offering, Share Sale, Common Stock, Institutional Investor, Lock-up Agreement