Goodwin acts for TowerBrook on US fitness acquisition –

Investment management firm TowerBrook Capital Partners has acquired fitness company ECP-PF Holdings from…

Investment management firm TowerBrook Capital Partners has acquired fitness company ECP-PF Holdings from Boston private equity firm Exaltare Capital Management.

Goodwin Procter advised TowerBrook on the transaction, for which deal values were not provided, and which closed on 8 October. The acquisition was structured via TowerBrook’s private equity fund TowerBrook Fund V, and a number of its affiliated investment funds.

Multiple parties were involved in providing acquisition financing, including capital markets company Brightwood Capital Advisors and the TowerBrook funds, as well as a first lien debt facility and rollover equity from ECP-PF’s senior management including founder and executive chairman Omar Simmons.

Managed from London and New York, TowerBrook was formed in 2005 via a demerger from Soros Fund Management, and operates both private equity and structured opportunities funds.

Orange, Connecticut-headquartered ECP-PF Holdings is an operator of 108 Planet Fitness-branded gyms across North America, making it one of Planet Fitness’ largest franchisees with circa 600,000 customers across six states in the United States and three provinces in Canada.

TowerBrook’s co-president and managing director Jonathan Bilzin underlined ECP-PF’s “strong track record of growth, and the platform’s mission to provide inclusive, affordable fitness aligns well” with TowerBrook’s investment ethos. “The business is well-positioned to continue to expand that mandate to meet the growing demand for new high value, low price fitness clubs across North America,” he added.

ECP-PF’s CEO David Humphrey said: “This transaction and partnership with TowerBrook will allow ECP-PF to accelerate our development and acquisition of new club locations, further expand our geographic footprint, and continue to refine our operations,” and described TowerBrook as “an ideal partner to help drive ECP-PF through its next phase of growth”.

Goodwin used a New York private equity team to advise TowerBrook, led by partners Stuart Rosenthal and Michael Miller and associate Simone Greenspan, with assistance from partners Jennifer Bralower, Nick Caro and Janet Andolina. Also advising TowerBrook were Lathrop GPM and Fifth Third Securities.

Sperry Mitchell and DLA Piper acted for Exaltare.

In July Latham & Watkins acted for the underwriters on Californian fitness company Xponential Fitness’ initial public offering in the US, while last year in April The Gym Group called upon Allen & Overy regarding its GBP 41 million share placing.


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