Life Time Group Holdings, Inc.
4.40%
9,002,099
1869198
53190C102
Dec 18, 2024
Dec 31, 2024, 08:26 AM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| BEVCO LUX S.A.R.L. | CO | 4.40% | 9,002,099 | 9,002,099 | 0 |
| USD BEVCO S.A.R.L. | CO | 4.40% | 9,002,099 | 9,002,099 | 0 |
| SNI INTERNATIONAL HOLDINGS S.A.R.L. | CO | 4.40% | 9,002,099 | 9,002,099 | 0 |
| AGUILA LTD. | CO | 4.40% | 9,002,099 | 9,002,099 | 0 |
Disclosure Items (7)
Common Stock
Life Time Group Holdings, Inc.
2902 Corporate Place, Chanhassen, MN, 55317
This Schedule 13D is being filed by Bevco Lux S.a.r.l., a company formed under the laws of Luxembourg ("Bevco"), USD Bevco, a company formed under the laws of Luxembourg ("USD Bevco"), SNI International Holdings S.a.r.l., a company formed under the laws of Luxembourg ("SNI"), and Aguila Ltd., an exempted company incorporated under the laws of Bermuda ("Aguila" and together with Bevco, the "Reporting Persons"). The Reporting Persons have entered into a Joint Filing Agreement, attached hereto as Exhibit 2. USD Bevco is the sole shareholder of Bevco, SNI is the sole shareholder of USD Bevco, and Aguila is the the controlling shareholder of SNI.
The principal business address of Bevco is 37a, Avenue J.F. Kennedy, L - 1855 Luxembourg. The principal business address of USD Bevco is 37a, Avenue J.F. Kennedy, L - 1855 Luxembourg. The principal business address of SNI is 37a, Avenue J.F. Kennedy, L - 1855 Luxembourg. The principal business address of Aguila is 5 Waterloo Lane, Unit 5A, Pembroke HM08, Bermuda. The principal business of Bevco is investing in securities. The principal business of each of USD Bevco, SNI and Aguila is to serve as a holding company for subsidiaries engaged in the investment of securities.
Attached as Exhibit 1 hereto and incorporated herein by reference is a list containing the (a) name, (b) residence or business address, (c) present principal occupation or employment and the name, principal business address of any corporation or other organization in which such employment is conducted, and (d) citizenship, in each case of each director and executive officer of the Reporting Persons, as applicable. By virtue of the agreements made pursuant to the Stockholders Agreement (as defined below), certain affiliates of Leonard Green & Partners, L.P. ("LGP"), TPG Global, LLC ("TPG"), LNK Partners ("LNK"), MSD Capital, L.P., MSD Partners, L.P. ("MSD" and, together with MSD Capital, L.P., "MSD Investors"), the Reporting Persons, Partners Group (USA) Inc. ("PG"), Teacher Retirement System of Texas, JSS LTF Holdings Limited, SLT Investors, LLC and Bahram Akradi (collectively, the "Voting Group") may be deemed to be acting as a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Shares beneficially owned by the other members of the Voting Group are not the subject of this Schedule 13D. For a description of the relationship between the Reporting Persons and the other Voting Group Members, see Item 4 below.
During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, each person listed on Exhibit 1, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
See Item 2(a)-(c) above for citizenship of each of the Reporting Persons.
Prior to the Issuer's initial public offering (the "IPO"), LifeCo LLC ("Lifeco") acquired 8,000,000 shares of the Issuer's Common Stock and 326,477 shares of the Issuer's Series A preferred stock for an aggregate price of approximately $206 million. On October 12, 2021, each share of such Series A preferred stock automatically converted into 402,099 shares of Common Stock of the Issuer upon the closing of the Issuer's IPO for no additional consideration in accordance with the certificate of designations pertaining to such Series A preferred stock. At the closing of the IPO on October 12, 2021, LifeCo purchased an additional 600,000 shares of Common Stock for $18.00 per share. On December 19 and 20, 2024, Lifeco contributed all of the above-referenced shares of Common Stock at fair market value to Bevco through its parent company Aguila Ltd.
Calculations of the percentage of beneficial ownership are based on a total of 205,051,970 shares of Common Stock issued and outstanding as of the closing of the Issuer's 2024 offering of shares of Common Stock, as reported in the Prospectus Supplement filed by the Issuer with the Commission on August 12, 2024. The aggregate number and percentage of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. Bevco is the direct holder of 9,002,099 shares of Common Stock that represent 4.4% of the Common Stock issued and outstanding. Aguila Ltd. controls SNI, SNI is the sole shareholder of USD Bevco, and USD Bevco is the sole shareholder of Bevco, and as a result each of Aguila, SNI and USD Bevco may be deemed to be the beneficial owner of the Common Stock owned directly by Bevco.
None of the individuals identified on Annex A beneficially owns any Common Stock. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than Bevco to the extent of its direct holdings in the securities reported on this Schedule 13D) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended. In addition, as discussed in Item 2 above, by virtue of the agreements made pursuant to the Stockholders Agreement, the Voting Group members may be deemed to be acting as a group for purposes of Rule 13d-3 under the Exchange Act. Shares beneficially owned by the other members of the Voting Group are not the subject of this Schedule 13D and accordingly, none of the other members of the Voting Group are included as reporting persons herein.
Except as described in Items 3 and 4, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days.
None.
Not applicable.
Item 4 above summarizes certain provisions of the Stockholders Agreement and is incorporated herein by reference. A copy of the agreement is attached as an exhibit hereto and incorporated herein by reference. Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
1. Directors and Officers 2. Joint Filing Agreement, dated December 30, 2024, among the Reporting Persons 3. Third Amended and Restated Stockholders Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 12, 2021).