−Removed: In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under the caption “Risk Factors” in the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 13, 2021 (File No.
−Removed: 333-259495) which could materially affect our business, financial condition or future results.
−Removed: There have been no material changes from the risk factors previously disclosed in that prospectus.
+Added: In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC, which could materially affect our business, financial condition or future results.
+Added: There have been no material changes from the risk factors previously disclosed in that Annual Report.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: Use of Proceeds from Public Offering of Common Stock
−Removed: On October 12, 2021, we completed the initial public offering (“IPO”) of our common stock at a price to the public of $18.00 per share.
−Removed: We issued and sold 40,581,192 shares of common stock in the IPO, including 1,581,192 shares of common stock issued pursuant to the partial exercise of the underwriters’ option to purchase additional shares as previously disclosed in the IPO prospectus.
−Removed: The shares sold in the IPO were registered under the Securities Act pursuant to the Company’s Registration Statement on Form S-1 (File No.
−Removed: 333-259495), which was declared effective by the SEC on October 6, 2021.
−Removed: Our common stock is listed on The New York Stock Exchange under the symbol “LTH.” The IPO, including the partial exercise of the underwriters’ option to purchase additional shares, generated net proceeds to us of approximately $706.2 million after deducting underwriting discounts and commissions and estimated offering expenses.
−Removed: We used a portion of the net proceeds received by us from the IPO to repay $570.0 million in aggregate principal amount of borrowings under the Term Loan Facility, plus $4.4 million in accrued interest and a 1% prepayment penalty of $5.7 million and pay offering fees and expenses.
−Removed: The excess net proceeds from the offering will be used for working capital and general corporate purposes.
−Removed: All exhibits as set forth on the Exhibit Index.
−Removed: Description of Exhibit Form File No.
−Removed: Exhibit Filing Date
−Removed: 3.1 Amended and Restated Certificate of Incorporation.
−Removed: 8-K 001-40887 3.1 10/12/2021
−Removed: 3.2 Third Amended and Restated Bylaws.
−Removed: 8-K 001-40887 3.2 10/12/2021
−Removed: 10.1 Offer Letter, dated as of August 18, 2021, by and between Bahram Akradi and Life Time, Inc.
−Removed: S-1 333-259495 10.27 9/13/2021
−Removed: 10.2 † Employee Non-Competition Agreement, dated as of August 18, 2021, by and between Bahram Akradi and Life Time, Inc.
−Removed: S-1 333-259495 10.32 9/13/2021
−Removed: 31.1 Certificate of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Filed herewith
−Removed: 31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Filed herewith
−Removed: 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002.
−Removed: Furnished herewith
−Removed: 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002.
−Removed: Furnished herewith
−Removed: 101.INS Inline XBRL Instance Document –– the Instance Document does not appear in the interactive data file because its XBRL tags are Embedded within the Inline XBRL Document.
−Removed: Filed herewith
−Removed: 101.SCH Inline XBRL Schema Document.
−Removed: Filed herewith
−Removed: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: Filed herewith
−Removed: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
−Removed: Filed herewith
−Removed: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
−Removed: Filed herewith
−Removed: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: Filed herewith
−Removed: 104 Cover Page Interactive Data File –– the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
−Removed: Filed herewith
−Removed: † Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
−Removed: The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
−Removed: 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.
−Removed: Life Time Group Holdings, Inc.
−Removed: November 17, 2021
−Removed: /s/ Thomas E.
−Removed: Chief Financial Officer
+Added: DEFAULTS UPON SENIOR SECURITIES
+Added: MINE SAFETY DISCLOSURES
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.