SCHEDULE 13D/A: TPG Funds Reduce Stake in Life Time Group Holdings, Inc. Through $245 Million Secondary Offering

TPG GP A, LLC and its affiliated funds have significantly reduced their beneficial ownership in Life Time Group Holdings, Inc. to 9.8% following the sale of over 8.3 million shares in a registered offering.

Summary

• TPG GP A, LLC, James G. Coulter, and Jon Winkelried, as reporting persons, have filed Amendment No. 5 to their Schedule 13D regarding their beneficial ownership in Life Time Group Holdings, Inc.
• The reporting persons now beneficially own 21,404,488 shares of Common Stock, representing approximately 9.8% of the outstanding shares.
• This percentage is based on a total of 219,403,065 shares of Common Stock outstanding as of May 5, 2025.
• On June 5, 2025, the TPG Funds entered into an underwriting agreement to sell 8,344,418 shares of Common Stock at a price of $29.38 per share in a registered offering.
• The June 2025 Registered Offering closed on June 6, 2025, generating approximately $245.1 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. While the sale provides liquidity for TPG, a significant reduction in a major investor's stake can be perceived negatively by the market, potentially signaling reduced long-term conviction or creating selling pressure. However, it's also a normal part of an investment lifecycle.

Positives

• The successful completion of the secondary offering provides liquidity for the TPG Funds, allowing them to realize value from their investment.
• The lock-up agreement provides a temporary period of stability, preventing further immediate sales by TPG Funds for 60 days.

Negatives

• The significant reduction in TPG's ownership stake from a prior undisclosed percentage to 9.8% could be perceived as a decrease in conviction by a major institutional investor.
• The sale of a large block of shares (8,344,418 shares) could put downward pressure on the stock price due to increased supply in the market.

Risks

• The reporting persons explicitly state they may, at any time, review or reconsider their position and/or change their purpose, which could include acquiring additional securities, disposing of more securities, or suggesting changes to the Issuer's operations, management, or capital structure.
• Potential future actions by the reporting persons could include extraordinary corporate transactions (merger, reorganization, liquidation), selling material assets, changing the board or management, altering capitalization or dividend policy, changing business or corporate structure, or actions that may impede acquisition of control of the Issuer.

Future Outlook

The reporting persons indicate that they may, at any time, review or reconsider their position and/or change their purpose regarding their investment in Life Time Group Holdings, Inc. This could include future acquisitions or dispositions of securities, or proposals related to the Issuer's operations, management, or capital structure, including potential extraordinary corporate transactions.

Industry Context

This filing primarily details a change in a significant institutional investor's stake in Life Time Group Holdings, Inc., rather than providing insights into broader industry trends. It reflects a common private equity strategy of monetizing investments over time.

Stakeholder Impact

• Shareholders: The increased float from the secondary offering could impact share price dynamics. The reduction in TPG's stake might influence investor sentiment.
• TPG Funds: The sale provides significant liquidity and allows them to realize returns on their investment.

Next Steps

• The TPG Funds are subject to a 60-day lock-up period, restricting further sales of Common Stock until approximately August 4, 2025.
• The Reporting Persons may, at any time, review or reconsider their position and/or change their purpose regarding their investment in the Issuer, including potentially acquiring or disposing of additional securities.

Key Dates

Keywords

Life Time Group Holdings, TPG, Schedule 13D/A, Secondary Offering, Stock Sale, Beneficial Ownership, Lock-Up Agreement, Institutional Investor, Private Equity Exit