December 20, 2014 7:10 PM ET

Hotels, Restaurants and Leisure

Company Overview of Town Sports International, LLC

Company Overview

Town Sports International, LLC, a health club company, owns and operates sports clubs in the Northeastern United States. The company offers racquet sports, pools, basketball courts, and various recreational activities. Its services include personal training, massage, steam room and sauna, sports clubs for kids, and fitness assessments. The company has health and fitness facilities in New York, Boston, Washington, D.C., and Philadelphia. It also operates in Basel and Zurich, Switzerland. Town Sports International, LLC was formerly known as TSI Club, LLC and changed its name in June 2006. The company is based in New York, New York. Town Sports International, LLC operates as a subsidiary of Tow...

5 Penn Plaza

4 th Floor

New York, NY 10001

United States

Phone:

212-246-6700

Fax:

212-246-8422

Key Executives for Town Sports International, LLC

Chief Executive Officer and President
Age: 55
Compensation as of Fiscal Year 2014.

Town Sports International, LLC Key Developments

Town Sports International, LLC Enter into $325.0 Million Term Loan Facility and $45.0 Million Revolving Loan Facility

Town Sports International Holdings Inc. announced that its indirect wholly-owned subsidiary, Town Sports International, LLC (the "Borrower") has entered into a $325.0 million term loan facility and a $45.0 million revolving loan facility. The proceeds from the term loan facility were used to repay all amounts outstanding under the Borrower's existing credit agreement and to pay related fees and expenses. None of the revolving loan facility was drawn upon. The new term loan facility matures on November 15, 2020 and the new revolving loan facility matures on November 15, 2018. Borrowings under the term loan facility and the revolving loan facility, at the Borrower's option, bear interest at either the administrative agent's base rate plus 2.5% or a LIBOR rate adjusted for certain additional costs (the "Eurodollar Rate") plus 3.5%, each as defined in the new credit agreement. The Eurodollar Rate has a floor of 1.00% and the base rate has a floor of 2.00%, each with respect to the outstanding term loans. Commencing with the last business day of the Borrower's fiscal quarter ending March 31, 2014, the Borrower is required to pay 0.25% of the principal amount of the terms loans each quarter, which may be reduced by voluntary prepayments. Mandatory prepayments under the new credit agreement are required with respect to certain asset sales, insurance recovery and incurrence of certain other debt and, commencing in 2015, in certain circumstances relating to cash flow for the prior fiscal year in excess of certain expenditures. In connection with entering into the new credit agreement, the Borrower amended and restated its existing interest rate swap arrangement, which will now have a notional amount of $160 million and will mature on May 15, 2018. The swap will effectively convert $160 million of variable-rate debt under the new credit agreement to a fixed rate of 5.38%, when including the applicable 3.50% margin.

Town Sports International, LLC Announces New Secured Credit Facility

On October 22, 2013, Town Sports International Holdings Inc. announced that it will commence the solicitation of lenders to participate in a new secured credit facility (the New Credit Facility) for its subsidiary, Town Sports International, LLC (the Borrower), to refinance (the Refinancing) the Borrower's existing senior secured credit facility (the Existing Credit Facility). The Company expects the facility to be arranged by Deutsche Bank Securities Inc. and KeyBanc Capital Markets Inc. The Existing Credit Facility had a term loan balance of approximately $315.7 million as of September 30, 2013 with a revolving credit facility of $50 million, with the term loan maturing on May 11, 2018 and the revolving credit facility maturing on May 11, 2016. The New Credit Facility is expected to consist of an approximate $325 million term loan with an expected maturity date of November 2020, and $45 million revolving credit facility, with an expected maturity date of November 2018. In addition, the Company is seeking for the New Credit Facility to lower its cost of financing and provide the Company with greater flexibility, including with respect to paying dividends on its stock. The presentation to the prospective lenders will provide that subject to the completion of the Refinancing, the Company currently intends to initiate in December 2013 a quarterly dividend payment to stockholders of the Company, in an amount between $0.14 and $0.16 per share. The declaration, amount, timing and payment of any dividend to stockholders will be subject to the sole discretion of the Company's Board of Directors and will be based on, and affected by, a number of factors, including the completion of the Refinancing on acceptable terms, the operating results and financial requirements of the Company, and any other factors deemed relevant by the Company's Board of Directors. The Company and the Borrower are seeking to complete the Refinancing in mid-November 2013 subject to, among other factors, receipt of satisfactory pricing terms and market conditions. There can be no assurance that the Company or the Borrower will be able to consummate the Refinancing or the terms of any Refinancing or that the Board of Directors will declare the initial dividend or any future quarterly dividend, or if the Board of Directors does declare a dividend, the amount of such dividend.

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