Item 1.01. Entry into a Material Definitive Agreement.
On May 26, 2017, Planet Intermediate, LLC, a Delaware limited liability company (Planet Intermediate), and Planet Fitness Holdings, LLC, a New
Hampshire limited liability company (Planet Fitness Holdings and, together with Planet Intermediate, the Credit Parties), each a wholly-owned subsidiary of Planet Fitness, Inc., a Delaware corporation (the
Corporation), amended (such amendment, dated as of May 26, 2017, by and among Planet Intermediate, Planet Fitness Holdings, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto, the
Third Amendment) the credit agreement governing the Credit Parties senior secured credit facility dated as of March 31, 2014 (as amended on March 31, 2015 by that certain Amendment No. 1 to Credit Agreement, by and
among Planet Intermediate, Planet Fitness Holdings, the Administrative Agent and the lenders party thereto and as further amended on November 10, 2016 by that certain Amendment No. 2 to Credit Agreement, by and among Planet Intermediate,
Planet Fitness Holdings, the Administrative Agent and the lenders party thereto, the Existing Credit Agreement) by and among Planet Intermediate, Planet Fitness Holdings, as borrower, the Administrative Agent and the lenders party
thereto from time to time. The Existing Credit Agreement, as further amended by the Third Amendment, is referred to herein as the Credit Agreement. The Third Amendment reduces the interest rate margins in respect of the term loans and
revolving loans funded under the Credit Agreement.
Under the Credit Agreement, borrowings of term loans and revolving loans shall bear interest at a rate
per annum equal to the applicable margin (as described below) plus, either (a) a base rate determined by reference to the highest of (1) the prime rate publicly announced from time to time by JPMorgan Chase Bank, N.A., (2) the federal
funds effective rate, plus 0.50% and (3) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% or (b) a LIBOR rate
determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowings adjusted for certain additional costs, which, in the case of the term loans only, shall be no less than 0.75%.
Pursuant to the Third Amendment, the applicable margin for existing term loan borrowings under the Credit Agreement was reduced from (i) 3.50% to 3.00%
for LIBOR rate borrowings and (ii) 2.50% to 2.00% for base rate borrowings. After delivery to the Administrative Agent of the quarterly financial statements and compliance certificate for the quarter ended June 30, 2017, so long as the
Total Net Leverage Ratio (as defined in the Credit Agreement) of the Credit Parties is less than 3.50 to 1.00, the applicable margin for term loan borrowings will be further reduced to (i) 2.75% for LIBOR rate borrowings and (ii) 1.75% for
base rate borrowings.
Pursuant to the Third Amendment, the applicable margin for loan borrowings remains based on the quarterly Total Net Leverage Ratio
of the Credit Parties, subject to the following reductions in the applicable margin: (a) if the Total Net Leverage Ratio is greater than 4.00 to 1.00, the applicable margin for revolving loan borrowings will be reduced from (i) 3.25% to
3.00% for LIBOR rate borrowings and (ii) 2.25% to 2.00% for base rate revolving loan borrowings; (b) if the Total Net Leverage Ratio is less than or equal to 4.00 to 1.00, but greater than 3.00 to 1.00, the applicable margin for revolving loan
borrowings will be reduced from (i) 3.00% to 2.75% for LIBOR rate borrowings and (ii) 2.00% to 1.75% for base rate borrowings; and (c) if the Total Net Leverage Ratio is less than or equal to 3.00 to 1.00, the applicable margin for
revolving loan borrowings will be reduced from (i) 2.75% to 2.50% for LIBOR rate borrowings and (ii) 1.75% to 1.50% for base rate borrowings.
A
copy of the Third Amendment, including the Credit Agreement, is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference as though fully set forth herein. The foregoing summary description of the Credit
Agreement and the transactions contemplated thereby are not intended to be complete, and are qualified in their entirety by the complete text of the Third Amendment and the Credit Agreement, as applicable.