24 Hour Fitness Sale Completed to AEA Investors, Ontario Teachers' Pension Plan

Forstmann Little and Co. announced today it has completed the sale of 24 Hour Fitness Worldwide Inc., San Ramon, CA, to an investment group led by New York-based private equity firm AEA Investors and the Ontario Teachers' Pension Plan, Toronto.

24 Hour Fitness said in a separate announcement today that Fitness Capital Partners, a fund organized by Dean Bradley Osborne and Global Leisure Partners, also is part of the acquisition group.

Club Industry first reported the impending 24 Hour Fitness sale on April 2 and followed up with a post on Wednesday that included a breakdown of the sale's details.

Terms of the sale were not disclosed by 24 Hour Fitness or Forstmann Little, but a source told Club Industry that the sale price was $1.85 billion, which The Wall Street Journal also reported. (Sources had told Club Industry in April that the sale price would be from $1.825 billion to $1.85 billion.) By comparison, Forstmann Little, New York, bought 24 Hour Fitness from founder Mark Mastrov in 2005 for $1.6 billion.

24 Hour Fitness also announced today that Mark Smith will join the company as CEO, and Frank Napolitano has been named president. Sources had told Club Industry that Smith, the former chairman of Town Sports International, New York, and Napolitano would be part of the new regime at 24 Hour Fitness.

"I'm honored and delighted to lead 24 Hour Fitness—which has pioneered so many breakthroughs in the fitness industry—into the next chapter of the company's success," Smith said in a statement.

Elizabeth Blair, who joined 24 Hour Fitness in February 2013 and was named CEO last September, announced that she would not remain with the company, according to Forstmann Little. Blair succeeded Carl Liebert, who left as CEO of 24 Hour Fitness in May 2013.

"I'd like to thank former owner Forstmann Little for its strategic guidance of 24 Hour Fitness through a period of solid growth, and former CEO Elizabeth Blair for her execution through the acquisition," said Smith, who will take office in July. "Our new owners are firmly committed to supporting a strong, sustainable future, and I look forward to working with 24 Hour Fitness executives and team members whom I have come to know as a talented and intensely motivated team."

Smith and his family will relocate from Australia. Until Smith takes over in July, 24 Hour Fitness has established an Office of the CEO that will report to the company's board of directors. The Office of the CEO will be comprised of Napolitano; Danny De La Rosa, president of clubs; and Patrick Flanagan, chief financial officer.

24 Hour Fitness was the last significant portfolio company controlled by Forstmann Little following the death of its founder, Ted Forstmann, in November 2011. Many of the buyers in the sale had shared backgrounds at Morgan Stanley and were friends and former associates with Forstmann, The Wall Street Journal reported.

"Today's sale of 24 Hour Fitness brings to a close the final chapter of Ted Forstmann's remarkable career as an investor," said Mark MacDougall, a partner of the law firm Akin Gump Strauss Hauer & Feld LLP, speaking on behalf of Forstmann Little. "Elizabeth Blair has done an extraordinary job in leading the company to this very successful conclusion. I think that Ted would be very pleased with Elizabeth and her executive leadership team over the past 16 months."

One source told Club Industry that the total debt put on 24 Hour Fitness is $1.35 billion (including an $850 million term loan and $500 million in bonds). Another source says the debt is $1.35 billion plus a $150 million revolver of debt. Ontario Teachers and AEA Investors would invest $585 million—30.2 percent—in equity, added one of the sources. (The Wall Street Journal reported the investors are putting down about $600 million.)

Founded in 1983, 24 Hour Fitness says it has nearly 4 million members in more than 400 clubs in 18 states. The company was No. 2 on Club Industry's Top 100 Clubs list in 2013 with an estimated $1.5 billion in 2012 revenue. (Citing Moody's Investors Service, The Wall Street Journal reported 24 Hour Fitness has annual revenue of $1.3 billion.) 24 Hour Fitness had been No. 1 on the Top 100 Clubs list for nine consecutive years before LA Fitness, Irvine, CA, took the top spot last year.