Quarterly report pursuant to Section 13 or 15(d)


9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Debt Debt
Debt consisted of the following:
September 30,
December 31, 2022
Term Loan Facility (1)
$ 310,000 $ 273,625
Revolving Credit Facility, maturing December 2026 45,000 20,000
Secured Notes, maturing January 2026 925,000 925,000
Unsecured Notes, maturing April 2026 475,000 475,000
Construction Loan, maturing February 2026 28,000 21,330
Mortgage Notes, various maturities 108,725 119,928
Other debt 4,122 4,122
Fair value adjustment 682 1,166
Total debt 1,896,529 1,840,171
Less unamortized debt discounts and issuance costs (16,531) (19,249)
Total debt less unamortized debt discount and issuance costs 1,879,998 1,820,922
Less current maturities (64,033) (15,224)
Long-term debt, less current maturities $ 1,815,965 $ 1,805,698
(1) See “—Refinancing Transaction” below.
Refinancing Transaction
On May 9, 2023, Life Time, Inc. and certain of our other wholly-owned subsidiaries entered into a tenth amendment to the credit agreement governing our senior secured credit agreement (the “Amended Credit Agreement”). Pursuant to the Amended Credit Agreement, we refinanced our $273.6 million Term Loan Facility that had a maturity date in December 2024 to our $310.0 million Term Loan Facility that has a maturity date of January 15, 2026. A portion of the net incremental cash proceeds we received under the Amended Credit Agreement was used to pay down the then existing balance on our Revolving Credit Facility. We also converted the facilities under the Amended Credit Agreement from LIBOR to SOFR. Loans under the Term Loan Facility bear interest at a floating 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 4.75% or a base rate plus 3.75%. The applicable margins will decrease to 4.50% and 3.50%, respectively, upon our achievement of public corporate family ratings of B2 and B from Moody’s and S&P, respectively. Loans under the Term Loan Facility were issued with original issue discount of 0.50%. This refinancing transaction was accounted for as a debt modification.
Revolving Credit Facility
At September 30, 2023, there were $45.0 million of outstanding borrowings under the Revolving Credit Facility and there were $32.6 million of outstanding letters of credit, resulting in total revolver availability of $397.4 million, which was available at intervals ranging from 30 to 180 days at interest rates of SOFR plus the applicable credit adjustment spread plus 3.50% or base rate plus 2.50%.
The weighted average interest rate and debt outstanding under the Revolving Credit Facility for the nine months ended September 30, 2023 was 8.54% and $59.5 million, respectively. The highest balance during that same period was $120.0 million.
Debt Covenants
We are required to comply with certain affirmative and restrictive covenants under our Credit Facilities, Secured Notes, Unsecured Notes and Mortgage 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 $20.0 million).
As of September 30, 2023, 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 discounts, issuance costs and fair value adjustments, at September 30, 2023 were as follows:
October 2023 through September 2024 $ 64,033
October 2024 through September 2025 12,515
October 2025 through September 2026 1,751,209
October 2026 through September 2027 64,877
October 2027 through September 2028 165
Thereafter 3,048
Total future maturities of long-term debt $ 1,895,847