Life Time Fitness sold for more than $4 billion

CEO Bahram Akradi will continue to lead Life Time Fitness as a $4 billion offer by private equity investors is set to take the company private and position it to continue growing.

The Chanhassen-based company, which slowed its expansion of new centers during the economic downturn a few years ago, is now adding new locations at a steady clip.

Life Time also has been growing revenue from its ancillary businesses, including athletic events for members and non-members, both inside and outside their fitness centers, publishing, corporate wellness and other health programs.

Akradi, the company's founder, is rolling over $125 million of his investment into the deal and said he's excited about the future direction of the company.

"I really see myself as captain of a ship that I have built," Akradi said. "I clearly see how we can change the landscape of health care in the next decade, with the programs we have."

Akradi has led the company since its inception in 1992 and said he had no intention of retiring. Last year, the company opened six new fitness centers, and its revenue grew 7 percent to $1.3 billion. The company has plans to open six more centers in 2015.

Revenue from ancillary businesses is small but grew twice as fast as overall revenue -- $7.1 million, or 14.4 percent, to $56.7 million in 2014. It's important, officials said, because although it is nowhere near as high as membership revenue, it fosters member engagement and retention with the clubs.

Among the events include the Life Time Tri, a premier triathlon series held across the country, and various themed runs like a St. Patrick Day 5K and Torchlight 5K and indoor triathlons, as well as programs to help members train for those events.

"We have tons of opportunity in this company to impact the health and well-being of the people in the United States," Akradi said. "I'm not near, close, to what's possible with this vision; it's just starting."

Life Time's board of directors unanimously approved the agreement with private-equity firms Leonard Green & Partners, TPG and LNK Partners. Under the terms of the merger agreement, the investors will buy all of the outstanding shares of common stock for $72.10 per share in cash. The transaction is expected to close in the third quarter of 2015 pending approval from shareholders.

Company spokesman Jason Thunstrom said that for club members the agreement "merely is an ownership change for our company. ... We are business as usual."

Jonathan Coslet, chief investment officer at TPG, said Life Time is a "market leader with a long history of consistent performance and significant growth potential."

Life Time is not the only fitness chain trying to find a strategic alternative to its ownership structure.

On Feb. 25, New York-based Town Sports International Holdings Inc., an operator of fitness clubs in the Northeast and mid-Atlantic states, announced that it had hired an investment banker to review strategic alternatives, including a possible sale of the company. On Feb. 3, two private-equity firms announced their acquisition of Eos Fitness, a chain of 16 fitness clubs operating in the Phoenix, Las Vegas and Southern California.

"We are confident that we will have a long and successful partnership as we continue to serve Life Time's many loyal members and customers," Akradi said in the announcement of the sale. "[The deal] provides our shareholders with immediate and substantial cash value representing a significant premium to our unaffected share price."

All three private-equity groups have extensive experience investing in retail. A glance at their investments sees Leonard Green & Partners with shares of Whole Foods Market, J. Crew and Petco; TPG with Beringer Wines, Burger King and Neiman Marcus; and LNK Partners with Staples, Quaker Oats and Pepsi.

David Landau, a partner with the private equity firm LNK Partners, was a director of Life Time from 2000 to 2006 while he was a partner with another private equity firm.

"Life Time Fitness is a truly outstanding business and Bahram Akradi and his management team are absolutely terrific," Landau said. "We are very excited to have the opportunity to work with him again."

Founded in 1992, when it opened its first club in Brooklyn Park, Life Time has more than 24,000 employees. Its largest presence is in its home market, with 23 locations in the Twin Cities area.

In its most recent quarterly earnings report, the company exceeded analysts' expectations, reporting fourth-quarter revenue of $315.3 million, up 8.3 percent from the same period last year. Net income for the quarter was $22.4 million, or 59 cents per share. Its adjusted net income of 71 cents per share was 2 cents above estimates.

In August, the company announced it was examining options to convert its real estate assets into a Real Estate Investment Trust as a way to increase shareholder value. It hired two investment bankers, Guggenheim Securities and Wells Fargo Securities, to explore strategic alternatives for Life Time.

"Initially it looked like the opco/propco, the REIT concept, would yield the best outcome for our shareholders," Akradi said. "As we continued on, we had additional interest in the company at higher prices."

The $72.10-per-share offer is 73.3 percent more than the per-share price on Aug. 22, the day before it announced its strategic review.

Life Time stock closed at $70.68 per share on Monday, up 5.2 percent from its Friday close of $67.20.

Patrick Kennedy • 612-673-7926 Paul Walsh • 612-673-4482