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24 HOUR FITNESS: RLF, O’Melveny Represent Term Loan Group

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In the Chapter 11 cases of 24 Hour Fitness Worldwide, Inc., et al., the law firm of O’Melveny & Myers LLP and Richards, Layton & Finger, P.A. submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing the Ad Hoc Group.

O’Melveny is a law firm that maintains offices at Times Square Tower, Seven Times Square, New York, New York 10036, and has additional offices in the United States and abroad. RLF is a law firm that maintains offices at 920 North King Street, Wilmington, Delaware 19801.

The Ad Hoc Group was formed prior to the Debtors’ chapter 11 filing when certain members of the Ad Hoc Group contacted and engaged O’Melveny.

The Ad Hoc Group retained RLF as local counsel shortly before the Debtors’ chapter 11 filing in the United States Bankruptcy Court for the District of Delaware.

Other than as disclosed herein, neither O’Melveny nor RLF (a) represents or purports to represent any other entities with respect to the Cases or (b) holds any claim against or interest in the Debtors, except to the extent O’Melveny and/or RLF have claims against the Debtors for fees and/or expenses arising from services rendered in connection with their representation of the Ad Hoc Group.

Although the Ad Hoc Group has retained Counsel to represent it collectively as a group, each member of the Ad Hoc Group makes its own decisions as to how it wishes to proceed and does not speak for, or on behalf of, any other holder of Term Loans and/or Senior Notes, including the other members of the Ad Hoc Group in their individual capacities. In addition, the Ad Hoc Group does not represent or purport to represent any other entities in connection with the Cases.

As of June 15, 2020, members of the Ad Hoc Group and their disclosable economic interests are:

Canyon Capital Advisors LLC
2000 Avenue of the Stars, 11th Floor
Los Angeles, CA 90067
Attn: Jonathan Kaplan

* Term Loans: $4,171,278.79

Canyon CLO Advisors LLC
2000 Avenue of the Stars, 11th Floor
Los Angeles, CA 90067
Attn: Jonathan Kaplan

* Term Loans: $15,970,033.65

Cerberus Capital Management, L.P.
875 3rd Avenue
New York, NY 10022
Attn: Jacob Zand

* Term Loans: $20,439,789.00

Cyrus Capital Partners, L.P.
65 East 55th Street, 35th Floor
New York, NY 10022
Attn: John Rapaport

* Term Loans: $77,734,142.27
* Senior Notes: $52,935,000.00

Franklin Advisers, Inc.
1 Franklin Pkwy Building 920/3rd Floor
San Mateo, CA 94403
Attn: Victoria Penfield

* Term Loans: $52,189,203.88

HPS Investment Partners, LLC
40 West 57th Street
6th Floor
New York, NY 10019
Attn: Jonathan Rabinowitz

* Term Loans: $49,179,221.80

Keyframe Capital Partners, L.P.
65 East 55th Street, 35th Floor
New York, NY 10022
Attn: Ethan Goldsmith

* Term Loans: $19,517,239.58
* Senior Notes: $19,065,000.00

MSD Credit Opportunity Master Fund, L.P.
645 Fifth Avenue 21st Floor
New York, NY 10022
Attn: Simon Crocker

* Term Loans: $9,949,367.00
* Senior Notes: $43,250,000.00

Teachers Advisors, LLC
730 3rd Avenue
New York, NY 10017
Attn: Ji Min Shin

* Term Loans: $10,966,201.85

Sculptor Capital Investments, LLC
9 West 57th Street
39th Floor
New York, NY 10019
Attn: Norman Greenberg

* Term Loans: $246,477,157.54
* Senior Notes: $254,363,000.00

Symphony Asset Management LLC
555 California Street, Suite 3100
San Francisco, CA 94104
Attn: James Kim

* Term Loans: $41,799,643.01

Voya Investment Management Co. LLC
7337 E. Doubletree Ranch Rd, Suite 100
Scottsdale, AZ 85258
Attn: Robert Wilson

* Term Loans: $56,045,730.58

From time to time, additional parties may become members of the Ad Hoc Group, and certain members of the Ad Hoc Group may cease to be members in the future. Counsel reserves the right to amend or supplement this Statement as necessary for that, or any other, reason in accordance with Bankruptcy Rule 2019.

Counsel for the Ad Hoc Group can be reached at:

RICHARDS, LAYTON & FINGER, P.A.
Mark D. Collins, Esq.
Michael J. Merchant, Esq.
David T. Queroli, Esq.
920 North King Street
Wilmington, DE 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
Email: collins@rlf.com
merchant@rlf.com
queroli@rlf.com

– and –

O’MELVENY & MYERS LLP
John J. Rapisardi, Esq.
Adam C. Rogoff, Esq.
Daniel S. Shamah, Esq.
Times Square Tower
Seven Times Square
New York, NY 10036
Telephone: (212) 326-2000
Facsimile: (212) 326-2061
Email: jrapisardi@omm.com
arogoff@omm.com
dshamah@omm.com

A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/6BDbKERuRu

About 24 Hour Fitness Worldwide

24 Hour Fitness Worldwide, Inc. is a leading owner and operator of fitness centers in the US. As of March 31, 2017, the company operated 426 clubs serving approximately 3.6 million members across 13 states and 23 markets, predominantly in California, Texas and Colorado. For the 12 months ended March 31, 2017, the company generated total revenue of about $1.4 billion. In May 2014, 24 Hour Fitness was acquired by affiliates of AEA Investors LP, Fitness Capital Partners and Ontario Teachers’ Pension Plan for a total purchase price of approximately $1.8 billion.

24 Hour Fitness Worldwide, Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11558) on June 15, 2020.

24 Hour Fitness was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing.

The Hon. Karen B. Owens is the case judge.

The Debtors tapped WEIL, GOTSHAL & MANGES LLP as counsel; PACHULSKI STANG ZIEHL & JONES LLP as local counsel; FTI CONSULTING, INC., as financial advisor; LAZARD FRERES & CO. LLC as investment banker; and PRIME CLERK LLC as claims agent.

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