Filing Details

Accession Number:
0001193125-24-021943
Form Type:
13D Filing
Publication Date:
2024-01-31 19:00:00
Filed By:
MSD Capital
Company:
Life Time Group Holdings Inc.
Filing Date:
2024-02-01
SEC Url:
13D Filing
Ownership Summary

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 6.0%
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 6.0%
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 6.0%
Gregg R. Lemkau 0 11,925,107 0 11,925,107 11,925,107 6.1%
Marc R. Lisker 0 11,695,100 0 11,695,100 11,695,100 6.0%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2 )*

 

 

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 WilmerHale

2100 Pennsylvania Avenue, NW

Washington, DC 20037

202-663-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication)

January 30, 2024

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

 

 


CUSIP No. 53190C102

 

 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)

 

 6.0% (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 196,408,901 shares of the Issuers Common Stock, par value $0.01 per share, outstanding as of October 27, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2023.


CUSIP No. 53190C102

 

 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

 

(1)

The percentage used herein and in the rest of this Schedule 13D is calculated based upon 196,408,901 shares of the Issuers Common Stock, par value $0.01 per share, outstanding as of October 27, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2023.


CUSIP No. 53190C102

 

 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)

 

 6.0% (1)

14  

 TYPE OF REPORTING PERSON (See Instructions)

 

 OO

 

(1)

The percentage used herein and in the rest of this Schedule 13D is calculated based upon 196,408,901 shares of the Issuers Common Stock, par value $0.01 per share, outstanding as of October 27, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2023.


CUSIP No. 53190C102

 

 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

 

(1)

The percentage used herein and in the rest of this Schedule 13D is calculated based upon 196,408,901 shares of the Issuers Common Stock, par value $0.01 per share, outstanding as of October 27, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2023.


CUSIP No. 53190C102

 

 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)

 

 6.0% (1)

14  

 TYPE OF REPORTING PERSON (See Instructions)

 

 IN

 

(1)

The percentage used herein and in the rest of this Schedule 13D is calculated based upon 196,408,901 shares of the Issuers Common Stock, par value $0.01 per share, outstanding as of October 27, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2023.


CUSIP No. 53190C102

 

 1   

 NAMES OF REPORTING PERSONS

 

 Gregg R. Lemkau

 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

 

 11,925,107

    9  

 SOLE DISPOSITIVE POWER

 

 -0-

   10  

 SHARED DISPOSITIVE POWER

 

 11,925,107

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 11,925,107

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

 

(1)

The percentage used herein and in the rest of this Schedule 13D is calculated based upon 196,408,901 shares of the Issuers Common Stock, par value $0.01 per share, outstanding as of October 27, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2023.


CUSIP No. 53190C102

 

 1   

 NAMES OF REPORTING PERSONS

 

 Marc R. Lisker

 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)

 

 6.0% (1)

14  

 TYPE OF REPORTING PERSON (See Instructions)

 

 IN

 

(1)

The percentage used herein and in the rest of this Schedule 13D is calculated based upon 196,408,901 shares of the Issuers Common Stock, par value $0.01 per share, outstanding as of October 27, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2023.


CUSIP No. 53190C102

 

Item 1.

Security and Issuer.

This Amendment No. 2 (this Amendment) amends and supplements the Schedule 13D filed on October 22, 2021, as amended by Amendment No. 1 filed on February 14, 2023 (as amended, the Schedule 13D), and relates to the common stock, $0.01 par value per share (the Common Stock), of Life Time Group Holdings, Inc. (the Issuer). The address of the principal executive offices of the Issuer is 2902 Corporate Place, Chanhassen, Minnesota 55317. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D.

 

Item 2.

Identity and Background.

Item 2(a) is hereby amended in its entirety as follows:

 

  a)

This Schedule 13D is being jointly filed by and on behalf of each of MSD Capital, L.P. (MSD Capital), MSD Partners, L.P. (MSD Partners), MSD Life Time Investments, LLC (MSD Life Time Investments), MSD EIV Private Life Time, LLC (MSD EIV Private Life Time), Michael S. Dell, Gregg R. Lemkau and Marc R. Lisker (collectively, the Reporting Persons). Each of MSD Life Time Investments and MSD EIV Private Life Time is the record owner and direct beneficial owner of the shares of Common Stock covered by this statement.

MSD Capital is the investment manager of MSD Life Time Investments and may be deemed to beneficially own securities owned by MSD Life Time Investments. MSD Capital Management LLC (MSD Capital Management) is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Each of Gregg R. Lemkau and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Lemkau and Lisker disclaims beneficial ownership of such securities.

MSD Partners is the investment manager of MSD EIV Private Life Time and may be deemed to beneficially own securities owned by MSD EIV Private Life Time. MSD Partners (GP), LLC (MSD GP) is the general partner of MSD Partners, and may be deemed to beneficially own securities beneficially owned by MSD Partners. Gregg R. Lemkau maintains investment discretion over this investment and therefore may be deemed to beneficially own securities beneficially owned by MSD GP.

The Stockholders Agreement has been terminated with respect to the Reporting Persons as of January 30, 2024. As a result of such termination, the group that may have been deemed to exist under Rule 13d-3 of the Exchange Act, comprised of certain affiliates of the Reporting Persons, Leonard Green & Partners, L.P. (LGP), TPG Global, LLC (TPG), LNK Partners (LNK), LifeCo LLC (LifeCo), Partners Group (USA) Inc. (PG), Teacher Retirement System of Texas, JSS LTF Holdings Limited, SLT Investors, LLC and Bahram Akradi (collectively, the Voting Group), has also been terminated.

Item 2(b) is hereby supplemented in part as follows:

 

  b)

The address of the principal business office of Mr. Lemkau and Mr. Lisker is One Vanderbilt Avenue, 26th Floor, New York, New York 10017.

Item 2(c) is hereby supplemented in part as follows:

 

  c)

The principal business of Mr. Lemkau is serving as co-CEO of BDT & MSD Partners, LLC and Chairman of DFO Management, LLC. The principal business of Mr. Lisker is serving as President of DFO Management, LLC.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 1, 2024, a copy of which is filed with this Schedule 13D as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act.

Item 2(f) is hereby supplemented in part as follows:

 

  f)

Mr. Lemkau and Mr. Lisker are United States citizens.

 

Item 5.

Interest in Securities of the Issuer.

Items 5(a) and (b) are hereby amended in their entirety as follows:

 

  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 6.0% of the Issuers 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 Issuers 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


CUSIP No. 53190C102

 

  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 6.0% of the Issuers 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 Issuers 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 6.0% of the Issuers 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 Issuers 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, 11,695,100 shares of Common Stock, representing 6.0% of the Issuers 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

 

  H.

Gregg R. Lemkau

 

  (a)

As of the date hereof, Gregg R. Lemkau beneficially owns, in aggregate, 11,925,107 shares of Common Stock, representing 6.1% of the Issuers outstanding shares of Common Stock. (1)


CUSIP No. 53190C102

 

  (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 6.0% of the Issuers 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

 

(1)

The percentage used herein and in the rest of this Schedule 13D is calculated based upon 196,408,901 shares of the Issuers Common Stock, par value $0.01 per share, outstanding as of October 27, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2023.



CUSIP No. 53190C102

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 1, 2024

 

MSD Partners, L.P.     MSD Capital, L.P.
By:   MSD Partners (GP), LLC     By:   MSD Capital Management, LLC
Its:   General Partner     Its:   General Partner
By:  

/s/ Robert K. Simonds

    By:  

/s/ Marc R. Lisker

Name:   Robert K. Simonds     Name:   Marc R. Lisker
Title:   Authorized Signatory     Title:   Manager
MSD EIV Private Life Time, LLC     MSD Life Time Investments, LLC
By:   MSD Partners, L.P.     By:   MSD Capital, L.P.
Its:   Investment Manager     Its:   Investment Manager
By:   MSD Partners (GP), LLC     By:   MSD Capital Management, LLC
Its:   General Partner     Its:   General Partner
By:  

/s/ Robert K. Simonds

    By:  

/s/ Marc R. Lisker

Name:   Robert K. Simonds     Name:   Marc R. Lisker
Title:   Authorized Signatory     Title:   Manager
Michael S. Dell    
By:  

/s/ Marc R. Lisker

     
Name:   Marc R. Lisker      
Title:   Attorney-in-fact      
Gregg R. Lemkau      
By:  

/s/ Gregg R. Lemkau

     
Name:   Gregg R. Lemkau      
Marc R. Lisker
By:  

/s/ Marc R. Lisker

     
Name:   Marc R. Lisker