Sec Form 13D Filing - JSS LTF HOLDINGS LTD filing for Life Time Group Holdings Inc. (LTH) - 2021-10-21

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 13d-7(b) for other parties to whom copies are to be sent.

 

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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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1	NAMES OF REPORTING PERSONS
	JSS LTF Holdings Ltd
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		3,378,564
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		3,378,564
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,378,564
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
	Not Applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	Colwood Investment Holding Inc.
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Panama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
	3,378,564
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		3,378,564
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,378,564
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
	Not Applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	JSS Private Equity Investments Fund SCA SICAV-RAIF-JSS Private Investments Fund I
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		3,378,564
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		3,378,564
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,378,564
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
	Not Applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

1	NAMES OF REPORTING PERSONS
	JSS Private Equity Investments Fund GP S.a.r.l.
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		3,378,564
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		3,378,564
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,378,564
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
	Not Applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	J. Safra Sarasin Fund Management (Luxembourg) S.A.
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		3,378,564
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		3,378,564
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,378,564
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
	Not Applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

1	NAMES OF REPORTING PERSONS
	J. Safra Sarasin Asset Management (Europe) Limited
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Gibraltar
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		3,378,564
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		3,378,564
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,378,564
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
	Not Applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

1	NAMES OF REPORTING PERSONS
	J. Safra Sarasin Holding AG
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Switzerland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		3,378,564
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		3,378,564
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,378,564
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
	Not Applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	J. Safra Holdings International (Luxembourg) S.A.
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		3,378,564
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		3,378,564
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,378,564
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
	Not Applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

1	NAMES OF REPORTING PERSONS
	J. Safra Holdings Luxembourg S.a.r.l.
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		3,378,564
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		3,378,564
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,378,564
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
	Not Applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

1	NAMES OF REPORTING PERSONS
	JS International Holdings Limited
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Bahamas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		3,378,564
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		3,378,564
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,378,564
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
	Not Applicable
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

 

This statement on Schedule 13D 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.

 

 

This statement on Schedule 13D is filed by: JSS LTF Holdings Ltd, a British Virgin Islands company, which directly holds the shares of Common Stock covered by this statement (the “Shares”), and the address of whose principal business and office is Marcy Building, Purcell Estate, P.O. Box 2416, Road Town, Tortola, British Virgin Islands VG1110; Colwood Investment Holding Inc., a Panama company, which is the sole director of JSS LTF Holdings Ltd, and the address of whose principal business and office is Avenida Samuel Lewis y Calle 54, Edificio AFRA, Panama, Republica de Panama; JSS Private Investments Fund I, a sub-fund of a Luxembourg registered alternative investment fund, which is the stockholder of JSS LTF Holdings Ltd, and the address of whose principal business and office is 11-13, Boulevard de la Foire, L-1528 Luxembourg; JSS Private Equity Investments Fund GP S.a.r.l., a Luxembourg company, which is the general partner of JSS Private Equity Investments Fund SCA SICAV-RAIF-JSS Private Investments Fund I, and the address of whose principal business and office is 17-21, Boulevard Joseph II, L-1840 Luxembourg; J. Safra Sarasin Fund Management (Luxembourg) S.A., a Luxembourg company, the address of whose principal business and office is 11-13, Boulevard de la Foire, L-1528 Luxembourg, and J. Safra Sarasin Asset Management (Europe) Limited, a Gibraltar company, and the address of whose principal business and office is 57/63 Line Wall Road, Gibraltar, which are the investment manager and sub-manager, respectively, of JSS Private Investments Fund I; J. Safra Sarasin Holding AG, a Switzerland company, which is the stockholder of JSS Private Equity Investments Fund GP S.a.r.l., and the address of whose principal business and office is Wallstrasse 1, 4051 Basel, Switzerland; J. Safra Holdings International (Luxembourg) S.A., a Luxembourg company, which is the stockholder of J. Safra Sarasin Holding AG, and the address of whose principal business and office is 17-21, Boulevard Joseph II, L-1840 Luxembourg; J. Safra Holdings Luxembourg S.a.r.l., a Luxembourg company, which is the stockholder of J. Safra Holdings International (Luxembourg) S.A., and the address of whose principal business and office is 17-21, Boulevard Joseph II, L-1840 Luxembourg; and JS International Holdings Limited, a Bahamas company, which is the stockholder of J. Safra Holdings Luxembourg S.a.r.l., and the address of whose principal business and office is Lyford Financial Centre, Building 2, Western Road CB-10988 Lyford Cay, New Providence, The Bahamas (collectively, the “Reporting Persons”).

 

The principal business of each of the Reporting Persons is the making or directly or indirectly managing of investments in securities or other assets.

 

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

By virtue of the agreements made pursuant to the Stockholders Agreement (as defined below), certain affiliates of Leonard Green & Partners, L.P. (“LGP”), TPG Global, LLC (“TPG”), LNK Partners (“LNK”), MSD Capital, L.P., MSD Partners, L.P. (“MSD” and, together with MSD Capital, L.P., “MSD Investors”), LifeCo LLC (“LifeCo”), Partners Group (USA) Inc. (“PG”), Teacher Retirement System of Texas, the Reporting Persons, SLT Investors, LLC and Bahram Akradi (collectively, the “Voting Group”) may be deemed to be acting as a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Shares beneficially owned by the other members of the Voting Group are not the subject of this Schedule 13D. For a description of the relationship between the Reporting Persons and the other Voting Group Members, see Item 4 below.

 

 

The responses to Items 4, 5 and 6 of this Schedule 13D are incorporated herein by reference.

 

The Shares were acquired by JSS LTF Holdings Ltd using working capital. The total purchase price for the Shares was approximately $81,388,726.

 

 

The responses to Items 3, 5 and 6 of this Schedule 13D are incorporated herein by reference.

 

 

 

(a) – (b)

 

Each of the Reporting Persons may be deemed to beneficially own, and have shared voting and dispositive power with respect to, all of the Shares reported herein, which represent approximately 1.8% of the Issuer’s outstanding Common Stock, calculated based on a total of 191,478,758 shares of Common Stock outstanding following completion of the IPO (as reported in the Issuer’s final IPO prospectus, filed with the Securities and Exchange Commission on October 8, 2021).

 

In addition, as discussed in Items 2 and 4 of this Schedule 13D, by virtue of the agreements made pursuant to the Stockholders Agreement, the Voting Group members may be deemed to be acting as a group for purposes of Rule 13d-3 under the Exchange Act. Shares beneficially owned by the other members of the Voting Group are not the subject of this Schedule 13D and accordingly, none of the other members of the Voting Group are included as reporting persons herein.

 

 

 

 

 

Item 4 above summarizes certain provisions of the Stockholders Agreement and is incorporated herein by reference. A copy of the agreement is attached as an exhibit hereto and incorporated herein by reference.

 

Except as set forth herein, to the Reporting Persons’ knowledge, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses or the giving or withholding of proxies.

 

 

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.

 

Date: October 21, 2021

 

By:

Colwood Investment Holding Inc.

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