Item 1.01 Entry into a Material Definitive Agreement.
Flywheel Acquisition
On
The Acquisition is subject to a number of closing conditions that must be
satisfied prior to the closing date of the Acquisition, as detailed in the
Purchase Agreement, which include, among other things, (i) the refinancing of
TSI's existing senior secured credit facility on terms and condition
satisfactory to TSI in its sole discretion and to
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. We have included the Purchase Agreement to provide investors and stockholders with information regarding its terms, but not to provide any other factual information about the Company, TSI or any of the Sellers. The Purchase Agreement contains representations and warranties that the parties to the Purchase Agreement made to and solely for the benefit of each other, and the assertions embodied in such representations and warranties are qualified by information contained in confidential disclosure schedules that the parties exchanged in connection with signing the Purchase Agreement. Accordingly, investors and stockholders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the Purchase Agreement and are modified in important part by the underlying disclosure schedules.
Second Lien Secured Term Loan Commitment Letter
On
The foregoing description of the Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Commitment Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Asset Purchase Agreement, datedJanuary 6, 2020 , amongTown Sports International, LLC andFlywheel Sports, Inc. ,Flywheel Buckhead LLC ,Flywheel Astor Place LLC ,Flywheel CCDC, LLC ,Flywheel Park Avenue LLC ,Flywheel Williamsburg LLC ,Flywheel San Francisco, LLC ,Flywheel Denver Union Station, LLC and Flywheel 415Greenwich LLC .* 10.1$50,000,000 Second Lien Secured Term Loan Commitment Letter, datedJanuary 6, 2020 , betweenTown Sports International Holdings, Inc. andKennedy Lewis Investment Management LLC . 99.1 Press Release, datedJanuary 6, 2020 .
* We have omitted certain schedules and exhibits to this agreement in accordance
with Item 601(b)(2) of Regulation S-K, and we will supplementally furnish a copy
of any omitted schedule and/or exhibit to the
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