Life Time Group Holdings, Inc.LTH
Life Time Group Holdings, Inc. Debt Disclosure
Debt
Debt consisted of the following:
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Term Loan Facility, maturing November 2031 | $ | 992,512 | $ | 1,000,000 | |||||||
| Revolving Credit Facility, maturing September 2029 | — | 10,000 | |||||||||
6.000% Senior Secured Notes, maturing November 2031 | 500,000 | 500,000 | |||||||||
| Mortgage Notes, various maturities | 29,423 | 41,865 | |||||||||
| Other debt | 3,298 | 3,448 | |||||||||
| Fair value adjustment | 130 | 284 | |||||||||
Total debt | 1,525,363 | 1,555,597 | |||||||||
Less unamortized debt discounts and issuance costs | (17,576) | (19,856) | |||||||||
Total debt less unamortized debt discounts and issuance costs | 1,507,787 | 1,535,741 | |||||||||
Less current maturities | (21,848) | (22,584) | |||||||||
Long-term debt, less current maturities | $ | 1,485,939 | $ | 1,513,157 | |||||||
Refinancing Transactions
Senior Secured Credit Facility
In June 2015, Life Time, Inc. and certain of our other wholly-owned subsidiaries entered into a senior secured credit facility (the “Credit Facilities”) with a group of lenders led by Deutsche Bank AG as the administrative agent. During 2024 and 2025, we entered into the following amendments to the credit agreement governing our Credit Facilities (the “Credit Agreement”):
•Twelfth amendment in June 2024 pursuant to which we replaced the Canadian Dollar Offered Rate (CDOR), which ceased at the end of June 2024, with the Canadian Overnight Repo Rate Average (CORRA). We do not have any outstanding borrowings in Canadian dollars under our Revolving Credit Facility.
•Thirteenth amendment in September 2024 pursuant to which we, among other things, (i) increased the commitments under the Revolving Credit Facility to $650.0 million, (ii) reduced the floating interest rate per annum to, at our option, SOFR plus an applicable margin of 2.50% or a base rate plus 1.50%, and reduced the undrawn commitment fee rate from 50 basis points to 25 basis points, and (iii) extended the maturity of the revolving credit facility to September 20, 2029. The applicable margins have now decreased 50 basis points upon our achieving a certain first lien net leverage ratio and public corporate family ratings of Ba3 or BB- from any two of Moody’s, S&P and Fitch.
•Fourteenth amendment in November 2024 pursuant to which we incurred new term loans maturing in November 2031 in an aggregate principal amount of $1,000 million (the “Term Loan Facility”). The term loans under the Term Loan Facility bore interest at a rate per annum of equal to SOFR plus an applicable margin of 2.50%, which applicable margin decreased by 25 basis points to 2.25% upon achieving the public corporate family ratings noted above.
•Fifteenth amendment in August 2025 pursuant to which we refinanced the Term Loan Facility to reduce the interest rate margin by an additional 0.25% to 2.00%. Loans under this amendment were issued at par with no original issue discount.
6.000% Senior Secured Notes
In November 2024, Life Time, Inc. completed the issuance of $500.0 million in aggregate principal amount of 6.000% Senior Secured Notes due 2031 (the “6.000% Senior Secured Notes”).
Satisfaction and Discharge of 5.750% Senior Secured Notes and 8.000% Senior Unsecured Notes
In November 2024, pursuant to the terms of the indentures governing the 5.750% Senior Secured Notes and the 8.000% Senior Unsecured Notes, Life Time, Inc. issued a notice of full redemption and used a portion of the proceeds from the Term Loan Facility and 6.000% Senior Secured Notes to purchase $1,424.5 million of U.S. government obligations, which were deposited with the trustee and were sufficient to fund the payment at par of (1) the $925.0 million outstanding principal amount and the accrued and unpaid interest associated with the 5.750% Senior Secured Notes on the scheduled redemption date of January 15, 2025, and (2) the $475.0 million outstanding principal amount and the accrued and unpaid interest associated with the 8.000% Senior Unsecured Notes on the scheduled redemption date of February 1, 2025. The $1,424.5 million of cash we paid to purchase the U.S. government obligations during the year ended December 31, 2024 is reported within financing activities in our consolidated statement of cash flows.
After the irrevocable deposit of such U.S. government obligations with the trustee, our obligations under the indentures were satisfied and discharged and the transactions were accounted for as debt extinguishments.
Upon extinguishment of the 5.750% Senior Secured Notes and the 8.000% Senior Unsecured Notes, we derecognized (1) the $1,424.5 million of U.S. government obligations we deposited with the trustee, (2) the $1,420.1 million aggregate outstanding principal and related accrued and unpaid interest obligations associated with the notes, and (3) $6.7 million of unamortized debt discounts and issuance costs associated with the notes. Accordingly, we recognized a loss of $11.1 million on the extinguishment of the 5.750% Senior Secured Notes and the 8.000% Senior Unsecured Notes during the year ended December 31, 2024, which is included in Interest expense, net of interest income in our consolidated statement of operations. The non-cash financing activities associated with the $1,424.5 million of U.S. government obligations we deposited with the trustee, as well as the $1,420.1 million aggregate principal and related accrued and unpaid interest obligations that we derecognized in connection with the satisfaction and discharge of the 5.750% Senior Secured Notes and the 8.000% Senior Unsecured Notes are disclosed as supplemental non-cash financing activities in Note 3, Supplemental Balance Sheet and Cash Flow Information.
Term Loan Facilities
We retired our former term loan facility in September 2024 when we paid the remaining aggregate principal amount of $200.0 million in connection with the thirteenth amendment to our Credit Agreement. We had previously used a portion of the net proceeds we received from an equity offering (see Note 11, Stockholders’ Equity) in August 2024 to pay down an aggregate principal amount of $110.0 million. Loans under the former term loan facility had a floating interest rate per annum of, at our option, SOFR plus an applicable credit adjustment spread ranging from 0.11448% to 0.42826% depending on the duration of borrowing plus the continued applicable margin of 4.00% or a base rate plus 3.00%.
Effective April 8, 2025, we entered into interest rate swap agreements for our entire Term Loan Facility notional amount of $997.5 million, which converted the variable interest rate of our Term Loan Facility to a fixed interest rate of 3.409%, plus the applicable margin. With the upgrade of our issuer credit rating by S&P Global Ratings on June 18, 2025, our applicable margin was reduced by 0.25% to 2.25% effective on June 19, 2025, and with the amendment to our Term Loan Facility on August 18, 2025, our applicable margin was reduced by an additional 0.25% to 2.00%. As a result, the effective fixed interest rate associated with our outstanding Term Loan Facility borrowings at December 31, 2025 was 5.409%. We are required to make quarterly principal payments of 0.25% of the outstanding balance on the Term Loan Facility. See Note 8, Derivative Instruments and Hedging Activities for more information regarding our interest rate swaps.
Revolving Credit Facility
Our Revolving Credit Facility provides for a $650.0 million revolver and matures in September 2029. At December 31, 2025, there were no outstanding borrowings on the Revolving Credit Facility and there were $31.8 million of outstanding letters of credit, resulting in total revolver availability of $618.2 million, which was available at intervals ranging from 30 to 180 days at interest rates of SOFR plus 2.00% or base rate plus 1.00%.
The weighted average interest rate and debt outstanding under the Revolving Credit Facility for the year ended December 31, 2025 was 7.26% and $3.8 million, respectively. The highest balance during the year was $60.0 million.
Upon the exercise of an accordion feature and subject to certain conditions, borrowings under the Credit Facilities may be increased subject, in certain cases, to meeting a first lien net leverage ratio. The Credit Facilities are secured by a first priority lien (on a pari-passu basis with the 6.000% Senior Secured Notes) on substantially all of our assets.
6.000% Senior Secured Notes
On November 5, 2024, Life Time, Inc. (the “Issuer”) completed the issuance of the 6.000% Senior Secured Notes. The terms of the 6.000% Senior Secured Notes are governed by an indenture dated as of November 5, 2024 (the “Indenture”), among the Issuer, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and notes collateral agent. The 6.000% Senior Secured Notes mature on November 15, 2031 and bear interest at a rate of 6.00% per annum payable semi-annually in arrears on May 15 and November 15 of each year, commencing May 15, 2025. The 6.000% Senior Secured Notes are guaranteed on a senior secured basis by LTF Intermediate Holdings, Inc., the direct parent of the Issuer, and each of the Issuer’s existing and future wholly owned domestic restricted subsidiaries that guarantees its Term Loan Facility, subject to certain exceptions.
At any time prior to November 15, 2027, we may redeem some or all of the 6.000% Senior Secured Notes at a redemption price equal to 100% of the principal amount of the 6.000% Senior Secured Notes redeemed plus a “make-whole” premium plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, as described in the Indenture. At any time prior to November 15, 2027, we may redeem up to 10% of the original aggregate principal amount of the 6.000% Senior Secured Notes during each calendar year at a redemption price equal to 103% of the principal amount of the 6.000% Senior Secured Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date; provided that in any given calendar year, any amount not utilized pursuant to this provision may be carried forward to subsequent calendar years. In addition, at any time and from time to time on or prior to November 15, 2027, we may choose to redeem up to 40.0% of the aggregate principal amount of the 6.000% Senior Secured Notes outstanding with the proceeds of certain equity offerings at a redemption price equal to 106% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, so long as the lesser of 50% of the aggregate amount of the 6.000% Senior Secured Notes then outstanding and $150 million remains outstanding immediately after such redemption. Beginning on November 15, 2027, we may redeem some or all of the 6.000% Senior Secured Notes at any time, and from time to time, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.
5.750% Senior Secured Notes
On January 22, 2021, Life Time, Inc. issued senior secured notes (the “5.750% Senior Secured Notes”) in an aggregate principal amount of $925.0 million. These notes were originally scheduled to mature in January 2026 and interest only payments were due semi-annually in arrears at 5.750%. As noted in the Satisfaction and Discharge of 5.750% Senior Secured Notes and 8.000% Senior Unsecured Notes section within this footnote, in November 2024, we issued a notice of full redemption and deposited a portion of the proceeds from the Term Loan Facility and the 6.000% Senior Secured Notes with the trustee of the 5.750% Senior Secured Notes to satisfy and discharge them. Following such satisfaction and discharge, the trustee used such proceeds to pay in full at 100% of the principal amount, plus accrued and unpaid interest, the 5.750% Senior Secured Notes in January 2025.
8.000% Senior Unsecured Notes
On February 5, 2021, Life Time, Inc. issued senior unsecured notes (the “8.000% Senior Unsecured Notes”) in the original principal amount of $475.0 million. The 8.000% Senior Unsecured Notes were originally scheduled to mature in April 2026 and interest only payments were due semi-annually in arrears at 8.00%. As noted in the Satisfaction and Discharge of 5.750% Senior Secured Notes and 8.000% Senior Unsecured Notes section within this footnote, in November 2024, we issued a notice of full redemption and deposited a portion of the proceeds from the Term Loan Facility and the 6.000% Senior Secured Notes with the trustee of the 8.000% Senior Unsecured Notes to satisfy and discharge them. Following such satisfaction and discharge, the trustee used such proceeds to pay in full at 100% of the principal amount, plus accrued and unpaid interest, the 8.000% Senior Unsecured Notes in February 2025.
Construction Loan
On January 22, 2021, we closed on a construction loan (the “Construction Loan”) providing up to $28.0 million to partially finance the construction of a Life Time Living location. The Construction Loan was originally scheduled to mature on February 15, 2026 and was collateralized by the property. Borrowings under the Construction Loan bore interest at a variable annual rate of no less than 4.80%. Interest only payments were due monthly beginning April 15, 2022 and continuing through February 15, 2024. Beginning March 15, 2024, based on the principal balance due as of February 15, 2024, monthly principal and interest installment payments were due in an amount sufficient to fully amortize the principal balance at maturity. On August 15, 2024, we fully paid the remaining principal balance and accrued interest associated with our Construction Loan totaling $28.2 million.
Mortgage Notes
Certain of our subsidiaries have entered into mortgage facilities with various financial institutions (collectively, the “Mortgage Notes”), which are collateralized by certain of our related real estate and buildings, including one of our corporate headquarters properties. The Mortgage Notes have varying maturity dates from September 2026 through August 2027 and carried a weighted average interest rate of 5.47% and 5.56% at December 31, 2025 and 2024, respectively. Payments of principal and interest on each of the Mortgage Notes are payable monthly on the first business day of each month.
During the year ended December 31, 2024, we fully paid at maturity the principal balance and remaining accrued interest associated with two of our Mortgage Notes totaling $62.9 million.
Debt Discounts and Issuance Costs
Unamortized debt discounts and issuance costs associated with the Term Loan Facility and 6.000% Senior Secured Notes of $17.6 million and $19.9 million at December 31, 2025 and 2024, respectively, are included in Long-term debt, net of current portion on our consolidated balance sheets.
Unamortized revolver-related debt issuance costs of $2.8 million and $3.6 million are included in Other assets on our consolidated balance sheets at December 31, 2025 and 2024, respectively.
During the year ended December 31, 2024, in connection with the pay down in full of each of our former term loan facility and Construction Loan, and the satisfaction and discharge of each of our 5.750% Senior Secured Notes and 8.000% Senior Unsecured Notes, we recognized $9.4 million of debt discounts and issuance cost write-offs, which are included in Interest expense, net of interest income in our consolidated statement of operations.
Debt Covenants
We are required to comply with certain affirmative and restrictive covenants under our Credit Facilities, 6.000% Senior Secured Notes and Mortgages Notes. We are also required to comply with a first lien net leverage ratio covenant under the Revolving Credit Facility, which requires us to maintain a first lien net leverage ratio, if 30.00% or more of the Revolving Credit Facility commitments are outstanding shortly after the end of any fiscal quarter (excluding all cash collateralized undrawn letters of credit and other undrawn letters of credit up to $90.0 million).
As of December 31, 2025, we were either in compliance in all material respects with the covenants or the covenants were not applicable.
Future Maturities of Long-Term Debt
Aggregate annual future maturities of long-term debt, excluding unamortized debt discounts, issuance costs and fair value adjustments, at December 31, 2025 were as follows:
| 2026 | $ | 21,848 | |||
| 2027 | 27,812 | ||||
| 2028 | 10,139 | ||||
| 2029 | 10,149 | ||||
| 2030 | 10,167 | ||||
| Thereafter | 1,445,118 | ||||
Total future maturities of long-term debt | $ | 1,525,233 | |||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Mar 8, 2023 | |
| 2021 | Mar 10, 2022 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.