Filing Details
- Accession Number:
- 0001123292-21-001384
- Form Type:
- 13D Filing
- Publication Date:
- 2021-10-21 20:00:00
- Filed By:
- MSD Capital
- Company:
- Life Time Group Holdings Inc.
- Filing Date:
- 2021-10-22
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
MSD Capital | 0 | 11,695,100 | 0 | 11,695,100 | 11,695,100 | 6.1% |
MSD Partners | 0 | 230,007 | 0 | 230,007 | 230,007 | 0.1% |
MSD Life Time Investments | 0 | 11,695,100 | 0 | 11,695,100 | 11,695,100 | 6.1% |
MSD EIV Private Life Time | 0 | 230,007 | 0 | 230,007 | 230,007 | 0.1% |
Michael S. Dell | 0 | 11,695,100 | 0 | 11,695,100 | 11,695,100 | 6.1% |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 |
|
SCHEDULE 13D |
|
Under the Securities Exchange Act of 1934 (Amendment No. )* |
|
|
LIFE TIME GROUP HOLDINGS, INC. |
(Name of Issuer) |
|
|
Common Stock, $0.01 par value per share |
(Title of Class of Securities) |
|
|
53190C102 |
(CUSIP Number) |
|
|
C. Alex Bahn Hogan Lovells US LLP 555 13th Street, NW Washington, DC 20004 202-637-5600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) |
|
|
October 12, 2021 (Date of Event which Requires Filing of this Statement) |
|
* | The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
CUSIPNO. 53190C102 | SCHEDULE 13D | | |
1 | NAMES OF REPORTING PERSONS | | ||||
| | | | |||
| | MSD Capital, L.P. | | |||
| | | | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ | ||||
| | | (b) ☐ | |||
| | | | |||
3 | SEC USE ONLY | |||||
| | |||||
4 | SOURCE OF FUNDS (See Instructions) | | ||||
| | | ||||
| | AF | | |||
| | | | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ☐ | ||||
| | | | |||
| | | | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | ||||
| | | | |||
| | Delaware | | |||
| | | | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |||
| | | ||||
| | -0- | | |||
| | | ||||
8 | SHARED VOTING POWER | | ||||
| | | ||||
| | 11,695,100 | | |||
| | | ||||
9 | SOLE DISPOSITIVE POWER | | ||||
| | | ||||
| | -0- | | |||
| | | ||||
10 | SHARED DISPOSITIVE POWER | | ||||
| | | ||||
| | 11,695,100 | | |||
| | | | | | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | ||||
| | | ||||
| | 11,695,100 | | |||
| | | ||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||||
| | | ||||
| | | | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | ||||
| | | ||||
| | 6.1%(1) | | |||
| | | ||||
14 | TYPE OF REPORTING PERSON (See Instructions) | | ||||
| | | ||||
| | PN | | |||
| | |
1 | The percentage used herein and in the rest of this Schedule 13D is calculated based upon 191,478,758 shares of the Issuer’s Common Stock, par value $0.01 per
share, outstanding as of October 12, 2021 upon the closing of the Issuer’s initial public offering, as disclosed in the Issuer’s Rule 424(b)(4) prospectus filed with the Securities and Exchange Commission on October 8, 2021. |
CUSIP NO. | 53190C102 | SCHEDULE 13D | | |
1 | NAMES OF REPORTING PERSONS | | ||||
| | | | |||
| | MSD Partners, L.P. | | |||
| | | | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ | ||||
| | | (b) ☐ | |||
| | | | |||
3 | SEC USE ONLY | |||||
| | |||||
4 | SOURCE OF FUNDS (See Instructions) | | ||||
| | | ||||
| | AF | | |||
| | | | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ☐ | ||||
| | | | |||
| | | | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | ||||
| | | | |||
| | Delaware | | |||
| | | | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |||
| | | ||||
| | -0- | | |||
| | | ||||
8 | SHARED VOTING POWER | | ||||
| | | ||||
| | 230,007 | | |||
| | | ||||
9 | SOLE DISPOSITIVE POWER | | ||||
| | | ||||
| | -0- | | |||
| | | ||||
10 | SHARED DISPOSITIVE POWER | | ||||
| | | ||||
| | 230,007 | | |||
| | | | | | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | ||||
| | | ||||
| | 230,007 | | |||
| | | ||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||||
| | | ||||
| | | | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | ||||
| | | ||||
| | 0.1%(1) | | |||
| | | ||||
14 | TYPE OF REPORTING PERSON (See Instructions) | | ||||
| | | ||||
| | PN | | |||
| | |
CUSIP NO. | 53190C102 | SCHEDULE 13D | | |
1 | NAMES OF REPORTING PERSONS | | ||||
| | | | |||
| | MSD Life Time Investments, LLC | | |||
| | | | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ | ||||
| | | (b) ☐ | |||
| | | | |||
3 | SEC USE ONLY | |||||
| | |||||
4 | SOURCE OF FUNDS (See Instructions) | | ||||
| | | ||||
| | WC | | |||
| | | | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ☐ | ||||
| | | | |||
| | | | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | ||||
| | | | |||
| | Delaware | | |||
| | | | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |||
| | | ||||
| | -0- | | |||
| | | ||||
8 | SHARED VOTING POWER | | ||||
| | | ||||
| | 11,695,100 | | |||
| | | ||||
9 | SOLE DISPOSITIVE POWER | | ||||
| | | ||||
| | -0- | | |||
| | | ||||
10 | SHARED DISPOSITIVE POWER | | ||||
| | | ||||
| | 11,695,100 | | |||
| | | | | | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | ||||
| | | ||||
| | 11,695,100 | | |||
| | | ||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||||
| | | ||||
| | | | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | ||||
| | | ||||
| | 6.1%(1) | | |||
| | | ||||
14 | TYPE OF REPORTING PERSON (See Instructions) | | ||||
| | | ||||
| | OO | | |||
| | |
CUSIP NO. | 53190C102 | SCHEDULE 13D | | |
1 | NAMES OF REPORTING PERSONS | | ||||
| | | | |||
| | MSD EIV Private Life Time, LLC | | |||
| | | | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ | ||||
| | | (b) ☐ | |||
| | | | |||
3 | SEC USE ONLY | |||||
| | |||||
4 | SOURCE OF FUNDS (See Instructions) | | ||||
| | | ||||
| | WC | | |||
| | | | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ☐ | ||||
| | | | |||
| | | | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | ||||
| | | | |||
| | Delaware | | |||
| | | | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |||
| | | ||||
| | -0- | | |||
| | | ||||
8 | SHARED VOTING POWER | | ||||
| | | ||||
| | 230,007 | | |||
| | | ||||
9 | SOLE DISPOSITIVE POWER | | ||||
| | | ||||
| | -0- | | |||
| | | ||||
10 | SHARED DISPOSITIVE POWER | | ||||
| | | ||||
| | 230,007 | | |||
| | | | | | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | ||||
| | | ||||
| | 230,007 | | |||
| | | ||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||||
| | | ||||
| | | | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | ||||
| | | ||||
| | 0.1%(1) | | |||
| | | ||||
14 | TYPE OF REPORTING PERSON (See Instructions) | | ||||
| | | ||||
| | OO | | |||
| | |
CUSIP NO. | 53190C102 | SCHEDULE 13D | | |
1 | NAMES OF REPORTING PERSONS | | ||||
| | | | |||
| | Michael S. Dell | | |||
| | | | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ | ||||
| | | (b) ☐ | |||
| | | | |||
3 | SEC USE ONLY | |||||
| | |||||
4 | SOURCE OF FUNDS (See Instructions) | | ||||
| | | ||||
| | AF | | |||
| | | | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ☐ | ||||
| | | | |||
| | | | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | ||||
| | | | |||
| | United States | | |||
| | | | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |||
| | | ||||
| | -0- | | |||
| | | ||||
8 | SHARED VOTING POWER | | ||||
| | | ||||
| | 11,695,100 | | |||
| | | ||||
9 | SOLE DISPOSITIVE POWER | | ||||
| | | ||||
| | -0- | | |||
| | | ||||
10 | SHARED DISPOSITIVE POWER | | ||||
| | | ||||
| | 11,695,100 | | |||
| | | | | | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | ||||
| | | ||||
| | 11,695,100 | | |||
| | | ||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||||
| | | ||||
| | | | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | ||||
| | | ||||
| | 6.1%(1) | | |||
| | | ||||
14 | TYPE OF REPORTING PERSON (See Instructions) | | ||||
| | | ||||
| | IN | | |||
| | |
● so long as TPG (i) has not, following the consummation of the IPO, sold shares of Common Stock, through one or more transactions, resulting in TPG receiving aggregate gross proceeds in an amount at least equal to its initial investment in the Issuer (the “TPG Initial Investment Sell-Down”), TPG will be entitled to nominate three directors, (ii) has effected the TPG Initial Investment Sell-Down, but still beneficially owns shares of Common Stock greater than or equal to 15% of the then outstanding shares of Common Stock, TPG will be entitled to nominate two directors, (iii) beneficially owns less than 15%, but greater than or equal to 10% of the then outstanding shares of Common Stock, TPG will be entitled to nominate one director and (iv) owns less than 10% of the then outstanding shares of Common Stock, TPG will not be entitled to nominate a director;
● so long as LGP (i) has not, following the consummation of the IPO, sold shares of Common Stock, through one or more transactions, resulting in LGP receiving aggregate gross proceeds in an amount at least equal to its initial investment in the Issuer (the “LGP Initial Investment Sell-Down”), LGP will be entitled to nominate three directors, (ii) has effected the LGP Initial Investment Sell-Down, but still beneficially owns shares of Common Stock greater than or equal to 15% of the then outstanding shares of Common Stock, LGP will be entitled to nominate two directors, (iii) beneficially owns less than 15%, but greater than or equal to 10% of the then outstanding shares of Common Stock, LGP will be entitled to nominate one director and (iv) owns less than 10% of the then outstanding shares of Common Stock, LGP will not be entitled to nominate a director;
● so long as the Reporting Persons, LNK, LifeCo or PG, as applicable, (i) has not, following the consummation of the IPO, sold shares of Common Stock, through one or more transactions, resulting in the Reporting Persons, LNK, LifeCo or PG, as applicable, receiving aggregate gross proceeds in an amount at least equal to its initial investment in the Issuer (the “Other Stockholder Initial Investment Sell-Down”), the Reporting Persons, LNK, LifeCo and PG, as applicable, will each be entitled to nominate one director and (ii) has effected the Other Stockholder Initial Investment Sell-Down, the Reporting Persons, LNK, LifeCo and PG, as applicable, will not be entitled to nominate a director; and
• so long as Mr. Akradi serves as Chief Executive Officer of the Issuer, he will be entitled to nominate one director and if Mr. Akradi ceases to serve as Chief Executive Officer, he will not be entitled to nominate a director.
Item 5. | Interest in Securities of the Issuer | ||||
| | | | ||
| Items 5(a) and (b): | ||||
| | | | ||
| A. | | MSD Capital, L.P. | ||
| |||||
| | | (a) | As of the date hereof, MSD Capital, L.P. beneficially owns, in aggregate, 11,695,100 shares of Common Stock, representing 6.1% of the Issuer's outstanding
shares of Common Stock. (1) | |
| | | (b) | Number of shares as to which such person has: | |
| |||||
| (i) | Sole power to vote or direct the vote: -0- | |||
| | ||||
| (ii) | Shared power to vote or direct the vote: 11,695,100 | |||
| | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | |||
| | ||||
| (iv) | Shared power to dispose or direct the disposition: 11,695,100 |
| B. | | MSD Partners, L.P. | ||
| |||||
| | | (a) | As of the date hereof, MSD Partners, L.P. beneficially owns, in aggregate, 230,007 shares of Common Stock, representing 0.1% of the Issuer's outstanding shares of Common Stock. (1) | |
| |||||
| | | (b) | Number of shares as to which such person has: | |
| |||||
| (i) | Sole power to vote or direct the vote: -0- | |||
| | ||||
| (ii) | Shared power to vote or direct the vote: 230,007 | |||
| | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | |||
| | ||||
| (iv) | Shared power to dispose or direct the disposition: 230,007 |
| C. | | MSD Life Time Investments, LLC | ||
| |||||
| | | (a) | As of the date hereof, MSD Life Time Investments, LLC beneficially owns, in aggregate, 11,695,100 shares of Common Stock, representing 6.1% of the Issuer's outstanding shares of Common Stock. (1) | |
| |||||
| | | (b) | Number of shares as to which such person has: | |
| |||||
| (i) | Sole power to vote or direct the vote: -0- | |||
| | ||||
| (ii) | Shared power to vote or direct the vote: 11,695,100 | |||
| | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | |||
| | ||||
| (iv) | Shared power to dispose or direct the disposition: 11,695,100 |
| D. | | MSD EIV Private Life Time, LLC | ||
| |||||
| | | (a) | As of the date hereof, MSD EIV Private Life Time, LLC beneficially owns, in aggregate, 230,007 shares of Common Stock, representing 0.1% of the Issuer's outstanding shares of Common Stock. (1) | |
| |||||
| | | (b) | Number of shares as to which such person has: | |
| |||||
| (i) | Sole power to vote or direct the vote: -0- | |||
| | ||||
| (ii) | Shared power to vote or direct the vote: 230,007 | |||
| | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | |||
| | ||||
| (iv) | Shared power to dispose or direct the disposition: 230,007 |
| E. | | MSD Capital Management, LLC | ||
| |||||
| | | (a) | As of the date hereof, MSD Capital Management, LLC beneficially owns, in aggregate, 11,695,100 shares of Common Stock, representing 6.1% of the Issuer's outstanding shares of Common Stock. (1) | |
| |||||
| | | (b) | Number of shares as to which such person has: | |
| |||||
| (i) | Sole power to vote or direct the vote: -0- | |||
| | ||||
| (ii) | Shared power to vote or direct the vote: 11,695,100 | |||
| | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | |||
| | ||||
| (iv) | Shared power to dispose or direct the disposition: 11,695,100 |
| F. | | MSD Partners (GP), LLC | ||
| |||||
| | | (a) | As of the date hereof, MSD Partners (GP), LLC beneficially owns, in aggregate, 230,007 shares of Common Stock, representing 0.1% of the Issuer's outstanding shares of Common Stock. (1) | |
| |||||
| | | (b) | Number of shares as to which such person has: | |
| |||||
| (i) | Sole power to vote or direct the vote: -0- | |||
| | ||||
| (ii) | Shared power to vote or direct the vote: 230,007 | |||
| | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | |||
| | ||||
| (iv) | Shared power to dispose or direct the disposition: 230,007 |
| G. | | Marc R. Lisker | ||
| |||||
| | | (a) | As of the date hereof, Marc R. Lisker beneficially owns, in aggregate, 11,925,107 shares of Common Stock, representing 6.2% of the Issuer's outstanding shares of Common Stock. (1) | |
| |||||
| | | (b) | Number of shares as to which such person has: | |
| |||||
| (i) | Sole power to vote or direct the vote: -0- | |||
| | ||||
| (ii) | Shared power to vote or direct the vote: 11,925,107 | |||
| | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | |||
| | ||||
| (iv) | Shared power to dispose or direct the disposition: 11,925,107 |
| H. | | John C. Phelan | ||
| |||||
| | | (a) | As of the date hereof, John C. Phelan beneficially owns, in aggregate, 11,925,107 shares of Common Stock, representing 6.2% of the Issuer's outstanding shares of Common Stock. (1) | |
| |||||
| | | (b) | Number of shares as to which such person has: | |
| |||||
| (i) | Sole power to vote or direct the vote: -0- | |||
| | ||||
| (ii) | Shared power to vote or direct the vote: 11,925,107 | |||
| | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | |||
| | ||||
| (iv) | Shared power to dispose or direct the disposition: 11,925,107 |
| I. | | Michael S. Dell | ||
| |||||
| | | (a) | As of the date hereof, Michael S. Dell beneficially owns, in aggregate, 11,695,100 shares of Common Stock, representing 6.1% of the Issuer's outstanding shares of Common Stock. (1) | |
| |||||
| | | (b) | Number of shares as to which such person has: | |
| |||||
| (i) | Sole power to vote or direct the vote: -0- | |||
| | ||||
| (ii) | Shared power to vote or direct the vote: 11,695,100 | |||
| | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | |||
| | ||||
| (iv) | Shared power to dispose or direct the disposition: 11,695,100 |
| J. | | Brendan P. Rogers | ||
| |||||
| | | (a) | As of the date hereof, Brendan P. Rogers beneficially owns, in aggregate, 230,007 shares of Common Stock, representing 0.1% of the Issuer's outstanding shares of Common Stock. (1) | |
| |||||
| | | (b) | Number of shares as to which such person has: | |
| |||||
| (i) | Sole power to vote or direct the vote: -0- | |||
| | ||||
| (ii) | Shared power to vote or direct the vote: 230,007 | |||
| | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | |||
| | ||||
| (iv) | Shared power to dispose or direct the disposition: 230,007 |
Item 7 | | Material to be filed as Exhibits | |
Exhibit | | Description of Exhibit | |
| | | |
1 | | Third Amended and Restated Stockholders Agreement of Life Time Group Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 12, 2021). |
99.1 | | Joint Filing Agreement dated October 22, 2021 |
SIGNATURES |
Dated: October 22, 2021
| MSD Capital, L.P. | | |
| | | |
| By: | MSD Capial Management LLC | |
| Its: | General Partner | |
| | | |
| By: | /s/ Marc R. Lisker | |
| Name: | Marc R. Lisker | |
| Title: | Manager | |
| | | |
| MSD Partners, L.P. | | |
| | | |
| By: | MSD Partners (GP), LLC | |
| Its: | General Partner | |
| | | |
| By: | /s/ Marc R. Lisker | |
| Name: | Marc R. Lisker | |
| Title: | Manager | |
| | | |
| MSD Life Time Investments, LLC | | |
| | | |
| By: | MSD Capital, L.P. | |
| Its: | Investment Manager | |
| | | |
| By: | MSD Capital Management LLC | |
| Its: | General Partner | |
| | | |
| By: | /s/ Marc R. Lisker | |
| Name: | Marc R. Lisker | |
| Title: | Manager | |
| MSD EIV Private Life Time, LLC | | |
| | | |
| By: | MSD Partners, L.P. | |
| Its: | Investment Manager | |
| | | |
| By: | MSD Partners (GP), LLC | |
| Its: | General Partner | |
| | | |
| By: | /s/ Marc R. Lisker | |
| Name: | Marc R. Lisker | |
| Title: | Manager | |
| Michael S. Dell | |
| | | |
| By: | /s/ Marc R. Lisker | |
| Name: | Marc R. Lisker | |
| Title: | Attorney-in-Fact | |
The undersigned hereby agree as follows:
| MSD Capital, L.P. | | |
| | | |
| By: | MSD Capial Management LLC | |
| Its: | General Partner | |
| | | |
| By: | /s/ Marc R. Lisker | |
| Name: | Marc R. Lisker | |
| Title: | Manager | |
| MSD Partners, L.P. | | |
| | | |
| By: | MSD Partners (GP), LLC | |
| Its: | General Partner | |
| | | |
| By: | /s/ Marc R. Lisker | |
| Name: | Marc R. Lisker | |
| Title: | Manager | |
| MSD Life Time Investments, LLC | | |
| | | |
| By: | MSD Capital, L.P. | |
| Its: | Investment Manager | |
| By: | MSD Capital Management LLC | |
| Its: | General Partner | |
| By: | /s/ Marc R. Lisker | |
| Name: | Marc R. Lisker | |
| Title: | Manager | |
| MSD Life Time Investments, LLC | | |
| | | |
| By: | MSD Capital, L.P. | |
| Its: | Investment Manager | |
| | | |
| By: | MSD Capital Management LLC | |
| Its: | General Partner | |
| By: | /s/ Marc R. Lisker | |
| Name: | Marc R. Lisker | |
| Title: | Manager | |
| Michael S. Dell | |
| | | |
| By: | /s/ Marc R. Lisker | |
| Name: | Marc R. Lisker | |
| Title: | Attorney-in-Fact | |