|
| [November 16, 2012] |
 |
Town Sports International Holdings, Inc. Declares a One-Time Special Cash Dividend of $3.00 Per Share
NEW YORK --(Business Wire)--
Town Sports International Holdings, Inc. (the "Company") (NASDAQ: CLUB)
today announced that its Board of Directors declared a one-time special
cash dividend of $3.00 per share, payable on December 11, 2012 to
stockholders of record at the close of business on November 30, 2012
(the "Dividend"). The aggregate amount of the payment to be made in
connection with the Dividend will be approximately $71.4 million, based
upon shares of common stock outstanding as of November 14, 2012. The
Company also announced the payment of an equivalent cash bonus to
optionholders holding in-the-money, vested options (the "Cash Bonus
Payment"). The aggregate amount of the Cash Bonus Payment will be
approximately $2.5 million.
In connection with the above, on November 14, 2012, the Company's
wholly-owned subsidiary, Town Sports International, LLC (the
"Borrower"), entered into an amendment to its senior secured credit
facility under which it borrowed an additional $60 million. The new
borrowings will be used together with cash on hand in order to fund the
Dividend and the Cash Bonus Payment. In addition, the amendment to the
senior secured credit facility provides for a waiver of any prepayment
required to be paid using the Company's excess cash flow for the period
ending December 31, 2012, amends the restricted payments covenant to
permit the payment of the Dividend and Cash Bonus Payment and permits
adjustments to the Company's calculation of consolidated EBITDA with
respect to the Cash Bonus Payment and with respect to fees and expenses
associated with certain permitted transactions.
Daniel Gallagher, Chief Financial Officer of the Company, commented: "We
are very pleased we are able to return value to our shareholders through
this one-time special dividend. The strength of our financial position
and the free cash flow profile of our business enable both this return
of capital to our shareholders as well as the self-funding of our club
growth plans."
The portion of the Company's Dividend that will be treated as a
qualified dividend for U.S. tax purposes will depend upon the amount of
the Company's accumulated earnings and profits a of December 31, 2012,
the end of the Company's current fiscal year, as determined by the
Internal Revenue Code. Therefore, at this time the Company is not able
to determine the portion of the Dividend that will be treated as a
qualified dividend. Stockholders will receive further information on
Form 1099 after the end of 2012 and are encouraged to consult with their
own tax advisors regarding the tax treatment of the Dividend.
Forward-Looking Statements
Statements in this release that do not constitute historical facts,
including statements that are predictive in nature or depend upon or
refer to events or conditions, or that include words such as "expects,"
"anticipated," "intends," "plans," "believes," "estimates" or "could",
are "forward-looking" statements made pursuant to the safe harbor
provision of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to various risks and
uncertainties, many of which are outside the Company's control,
including, among others, the level of market demand for the Company's
services, economic conditions affecting the Company's business, the
geographic concentration of the Company's clubs, competitive pressures,
the ability to achieve reductions in operating costs and to continue to
integrate acquisitions, environmental initiatives, any security and
privacy breaches involving customer data, the application of Federal and
state tax laws and regulations, the levels and terms of the Company's
indebtedness, and other specific factors discussed herein and in other
releases and public filings made by the Company (including the Company's
reports on Forms 10-K and 10-Q filed with the Securities and Exchange
Commission). The Company believes that all forward-looking statements
are based on reasonable assumptions when made; however, the Company
cautions that it is impossible to predict actual results or outcomes or
the effects of risks, uncertainties or other factors on anticipated
results or outcomes and that, accordingly, one should not place undue
reliance on these statements. Forward-looking statements speak only as
of the date they were made, and the Company undertakes no obligation to
update these statements in light of subsequent events or developments.
Actual events or results may differ materially from anticipated events
or results or outcomes discussed in any forward-looking statement.
About Town Sports International Holdings, Inc.
New York-based Town Sports International Holdings, Inc. is a leading
owner and operator of fitness clubs in the Northeast and mid-Atlantic
regions of the United States and, through its subsidiaries, operated 160
fitness clubs as of September 30, 2012, comprising 108 New York Sports
Clubs, 25 Boston Sports Clubs, 18 Washington Sports Clubs (two of which
are partly-owned), six Philadelphia Sports Clubs, and three clubs
located in Switzerland. These clubs collectively served approximately
522,000 members. For more information on the Company, 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
at http://www.mysportsclubs.com.
In addition, you may automatically receive email alerts and other
information about us by enrolling your email by visiting the "Email
Alerts" section at http://www.mysportsclubs.com.

[ Back To Government Technology's Homepage ]
|