UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 12, 2014
TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-52013 | 20-0640002 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
5 Penn Plaza (4th Floor), New York, New York 10001
(Address of Principal Executive Offices, Including Zip Code)
(212) 246-6700
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)) |
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On September 12, 2014, Town Sports International, LLC, an indirect wholly-owned subsidiary of Town Sports International Holdings, Inc. (the “Company”), completed the previously announced sale to Monty Two East 86th Street Associates LLC of the real property and certain other property located at 151 East 86th Street (including 151-155 East 86th Street), New York, NY for a purchase price of approximately $85,500,000, subject to certain purchase price adjustments and offsets.
For further information about the transaction, see Item 1.01 of the Company’s Current Report on Form 8-K filed on December 24, 2013, and Item 1.01 of the Company’s Current Report on Form 8-K filed on July 8, 2014, which disclosures are incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On September 12, 2014, the Company issued a press release announcing the closing of the sale of the property. A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.3, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Agreement of Sale, dated December 23, 2013, by and between Town Sports International, LLC and Monty Two East 86th Street Associates LLC (incorporated herein by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013). | |
| 10.2 | Third Amendment to Agreement of Sale, by and between Town Sports International, LLC and Monty Two East 86th Street Associates LLC (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the year ended June 30, 2014). | |
| 99.1 | Item 1.01 of the Company’s Current Report on Form 8-K filed on December 24, 2013 (incorporated herein by reference to the Company’s Current Report on Form 8-K filed on December 24, 2013). | |
| 99.2 | Item 1.01 of the Company’s Current Report on Form 8-K filed on July 8, 2014 (incorporated herein by reference to the Company’s Current Report on Form 8-K filed on July 8, 2014). | |
| 99.3 | Press Release issued by Town Sports International Holdings, Inc., dated September 12, 2014 (furnished herewith). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TOWN SPORTS INTERNATIONAL HOLDINGS, INC. | ||||||
| (Registrant) | ||||||
| Date: September 12, 2014 | By: | /s/ David M. Kastin | ||||
| David M. Kastin | ||||||
| Senior Vice President – General Counsel | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 10.1 | Agreement of Sale, dated December 23, 2013, by and between Town Sports International, LLC and Monty Two East 86th Street Associates LLC (incorporated herein by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013). | |
| 10.2 | Third Amendment to Agreement of Sale, by and between Town Sports International, LLC and Monty Two East 86th Street Associates LLC (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the year ended June 30, 2014). | |
| 99.1 | Item 1.01 of the Company’s Current Report on Form 8-K filed on December 24, 2013 (incorporated herein by reference to the Company’s Current Report on Form 8-K filed on December 24, 2013). | |
| 99.2 | Item 1.01 of the Company’s Current Report on Form 8-K filed on July 8, 2014 (incorporated herein by reference to the Company’s Current Report on Form 8-K filed on July 8, 2014). | |
| 99.3 | Press Release issued by Town Sports International Holdings, Inc., dated September 12, 2014 (furnished herewith). | |
Exhibit 99.3
For Release on September 12, 2014
Town Sports International Holdings, Inc. Completes Sale of New York City Property
for $85.5 Million
New York, NY — September 12, 2014 — Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ:CLUB), the owner and operator of New York Sports Clubs, today announced that it has completed the previously announced sale of its property located at 151 East 86th Street, New York, to Monty Two East 86th Street Associates LLC (“the Purchaser”). The final purchase price was approximately $85.5 million, subject to certain adjustments and offsets. In connection with the sale, TSI has entered into a lease agreement under which it will continue to operate its current club at the location for at least eighteen months, after which the Purchaser may demolish and construct a new building. Once construction of the new building is complete, TSI will lease, open and operate a club in the new building.
Robert Giardina, Chief Executive Officer of TSI, commented: “We are very pleased to announce the closing on the sale of the building we owned on 86th Street in Manhattan. The sale further strengthens our balance sheet and provides us with additional liquidity. We are also very excited about replacing our 35 year old club with a new flagship club at this same location upon completion of the construction of a luxury high rise building.”
Forward-Looking Statements:
Statements in this release that do not constitute historical facts, including, without limitation, statements relating to future expectations regarding the property described above, and other statements that are predictive in nature or depend upon or refer to events or conditions, or that include words such as “anticipated,” “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates” or “could”, are “forward-looking” statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control, including, among others, the level of market demand for the Company’s services, economic conditions affecting the Company’s business, the geographic concentration of the Company’s clubs, competitive pressures, the ability to achieve reductions in operating costs and to continue to integrate acquisitions, statements related to future financial results and performance and potential sales revenue, statements relating to potential club openings, conversions and closures, environmental initiatives, any security and privacy breaches involving customer data, the application of Federal and state tax laws and regulations, the levels and terms of the Company’s indebtedness, and other specific factors discussed herein and in other releases and public filings made by the Company (including the Company’s reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission). The Company believes that all forward-looking statements are based on reasonable assumptions when made; however, the Company cautions that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to update these statements in light of subsequent events or developments. Except as required by law, we have no duty to, and do not
intend to, update or revise the forward looking statements in this presentation after the date of this presentation. Actual results may differ materially from anticipated results or outcomes discussed in any forward-looking statement.
About Town Sports International Holdings, Inc.
New York-based Town Sports International Holdings, Inc. is a leading owner and operator of fitness clubs in the Northeast and mid-Atlantic regions of the United States and, through its subsidiaries, operated 163 fitness clubs as of June 30, 2014, comprising 109 New York Sports Clubs, 29 Boston Sports Clubs, 16 Washington Sports Clubs (two of which are partly-owned), six Philadelphia Sports Clubs, and three clubs located in Switzerland. These clubs collectively served approximately 488,000 members. For more information on TSI, visit http://www.mysportsclubs.com.
From time to time we may use our Web site as a channel of distribution of material company information. Financial and other material information regarding the Company is routinely posted on and accessible at http://www.mysportsclubs.com. In addition, you may automatically receive email alerts and other information about us by enrolling your email by visiting the “Email Alerts” section at http://www.mysportsclubs.com.
Town Sports International Holdings, Inc., New York
Contact Information:
Investor Contact:
(212) 246-6700 extension 1650
Investor.relations@town-sports.com
or
ICR, Inc.
Joseph Teklits / Farah Soi
(203) 682-8200
farah.soi@icrinc.com