NEW YORK--(BUSINESS WIRE)--
On March 24, 2015, Town Sports International Holdings, Inc.
(Nasdaq:CLUB) ("TSI" or the "Company")
announced that the Board of Directors unanimously approved, effective
immediately, the appointment of each of Martin J. Annese, Jason M. Fish,
Mark A. McEachen, Patrick Walsh and L. Spencer Wells as members of the
Board, and the resignation of Paul N. Arnold, J. Rice Edmonds, John H.
Flood III and Kevin McCall. The changes in the Board were made in
accordance with two separate agreements by the Company that together
involve its three largest shareholders, HG Vora Capital Management, PW
Partners Atlas Fund III LP and Farallon Capital Management, L.L.C. In
connection with the appointments, the Board increased its size from
seven to eight directors, effective immediately.
Further, the Company has agreed to include each of Messrs. Annese, Fish,
McEachen, Walsh and Wells, along with incumbent directors Robert J.
Giardina, Thomas J. Galligan III, and Bruce C. Bruckmann, in the
Company's slate of director nominees for the 2015 annual meeting of
Pursuant to the Company's agreement with HG Vora and PW Partners, who
collectively own approximately 26% of the Company's common stock, in
addition to the agreed appointment of Messrs. McEachen, Walsh, and Wells
to the Board, each of HG Vora and PW Partners agreed to vote its shares
for the Company's slate of director nominees at the upcoming 2015 annual
meeting of shareholders, withdraw their director nominees for
consideration at the 2015 annual meeting of shareholders and comply with
certain customary standstill provisions.
Farallon, who owns approximately 16% of the Company's common stock, at
the invitation of the Company, entered into an agreement with the
Company pursuant to which, in addition to the agreed appointment of
Messrs. Annese and Fish to the Board, Farallon has agreed to vote its
shares for the Company's slate of director nominees at the upcoming 2015
annual meeting of shareholders.
"We are pleased to have reached agreements with our largest
shareholders. The Board believes these agreements are in the best
interest of the Company and all of its shareholders," said Robert
Giardina, Executive Chairman of the Board. "We welcome Martin, Jason,
Mark, Patrick and Spencer to our Board and believe they will enhance our
Board's collective experience and expertise. On behalf of the Board, I'd
like to thank Paul, Rice, John and Kevin for their highly valuable
service and significant contributions to TSI's success over the years.
They have been outstanding directors and have served with distinction."
The Company will file copies of the HG Vora / PW Partners agreement and
the Farallon agreement as exhibits to a Form 8-K with the Securities and
Exchange Commission. The Company expects to file proxy materials for its
2015 annual meeting of shareholders in the near future.
TERMINATION OF EMPLOYMENT OF ROBERT GIARDINA
As a result of the transactions described above, in accordance with the
terms of Robert Giardina's retention agreement, Mr. Giardina's
employment with the Company will be terminated as of March 27, 2015. Mr.
Giardina's service as a member of the Board shall continue, and he will
be treated as a non-employee director.
TERMINATION OF RIGHTS AGREEMENT
The Board also announced today that it has approved the redemption of
the rights issued pursuant to a Rights Agreement between the Company and
Computershare Inc., dated December 31, 2014. The redemption of the
rights is effective immediately. The Company will pay a redemption price
equal to $0.01 per right in cash on April 20, 2015.
About Town Sports International Holdings, Inc.:
New York-based Town Sports International Holdings, Inc. is one of the
leading owners and operators of fitness clubs in the Northeast and
mid-Atlantic regions of the United States and, through its subsidiaries,
operated 158 fitness clubs as of December 31, 2014, comprising 107 New
York Sports Clubs, 30 Boston Sports Clubs, 13 Washington Sports Clubs
(two of which are partly-owned), five Philadelphia Sports Clubs, and
three clubs located in Switzerland, and one BFX Studio. These clubs
collectively served approximately 484,000 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
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Town Sports International Holdings, Inc., New York
Joseph Teklits / Farah Soi
Source: Town Sports International Holdings, Inc.
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