SCHEDULE 13D/A: TPG Funds Reduce Stake in Life Time Group Holdings, Inc. Through $212 Million Secondary Offering

TPG GP A, LLC and its affiliates, including James G. Coulter and Jon Winkelried, have significantly reduced their beneficial ownership in Life Time Group Holdings, Inc. to 13.8% following the sale of over 7 million shares in a registered offering.

Summary

• This document is Amendment No. 4 to the Schedule 13D filing by TPG GP A, LLC, James G. Coulter, and Jon Winkelried regarding their beneficial ownership in Life Time Group Holdings, Inc.
• The Reporting Persons, primarily through TPG Funds, now beneficially own 29,748,906 shares of Common Stock, representing approximately 13.8% of the outstanding shares.
• This percentage is based on a total of 215,981,424 shares of Common Stock outstanding as of February 24, 2025, as reported by the Issuer.
• On February 27, 2025, the TPG Funds entered into an underwriting agreement to sell 7,067,299 shares of Common Stock at a price of $30.13 per share in a registered offering.
• The February 2025 Registered Offering closed on March 3, 2025, generating approximately $212.9 million in proceeds for the TPG Funds.
• In connection with the offering, the TPG Funds agreed to a 60-day lock-up period, restricting further sales of Common Stock without underwriter consent.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a major investor reducing their stake, which can be perceived as a lack of conviction, despite it being a liquidity event for the selling party. The potential for future changes in corporate strategy or management by the reporting persons also introduces uncertainty.

Positives

• The registered offering provided significant liquidity for the TPG Funds, allowing them to monetize a portion of their investment in Life Time Group Holdings, Inc.

Negatives

• A major institutional investor reducing its stake could be perceived negatively by the market, potentially signaling a lack of long-term conviction or a strategic exit.

Risks

• The Reporting Persons may, at any time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals regarding Life Time Group Holdings, Inc.
• Such plans could include acquiring additional securities or disposing of more securities of the Issuer.
• Potential actions include suggesting or taking a position with respect to changes in the Issuer's operations, management, or capital structure.
• Future changes could involve extraordinary corporate transactions (merger, reorganization, liquidation), sale or transfer of material assets, changes to the board of directors or management, material changes to capitalization or dividend policy, changes to business or corporate structure, or alterations to the Issuer's certificate of incorporation or bylaws.

Future Outlook

The TPG Funds are subject to a 60-day lock-up agreement following the February 2025 Registered Offering, restricting further sales of Common Stock. Beyond this, the Reporting Persons retain the flexibility to review their position and potentially propose or take actions concerning the Issuer's operations, management, or capital structure, including further acquisitions or dispositions of securities.

Industry Context

This filing primarily concerns a change in a significant shareholder's stake and does not provide broader industry context or trends for the health and fitness or leisure industry in which Life Time Group Holdings, Inc. operates.

Related Party Transactions

• The sale of 7,067,299 shares of Common Stock by the TPG Funds constitutes a related party transaction, as these funds are controlled by the Reporting Persons (TPG GP A, LLC, James G. Coulter, and Jon Winkelried) who are disclosing their beneficial ownership.

Stakeholder Impact

• Shareholders: The sale increases the public float, potentially improving liquidity, but also introduces a large block of shares into the market, which could exert downward pressure on the stock price. It may also raise questions about the long-term commitment of a significant investor.
• Management: The disclosure indicates that the Reporting Persons may suggest or take positions with respect to potential changes in operations, management, or capital structure, which could impact current management and strategic direction.

Next Steps

• The TPG Funds are subject to a 60-day lock-up period from February 27, 2025, during which they cannot sell additional shares without underwriter consent.
• The Reporting Persons may, at any time, review their position and potentially propose changes to the Issuer's operations, management, or capital structure.

Key Dates

Keywords

Life Time Group Holdings, TPG, Schedule 13D, Beneficial Ownership, Secondary Offering, Stock Sale, Institutional Investor, Private Equity, Common Stock, SEC Filing