What date is considered the 'transaction date' in the context of the transaction agreement involving Anytime Worldwide, LLC and Ultimate Fitness Holdings, LLC, which indirectly affects Basecamp Fitness?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
On April 2, 2024 ("transaction date"), Anytime Worldwide, LLC ("AWW"), the indirect parent company of the franchisors of the Anytime Fitness, Waxing the City, Basecamp and Bar Method brands, entered into a transaction agreement (Note 5) with Ultimate Fitness Holdings, LLC ("UFH"), the ultimate indirect parent company of the franchisor of the Orangetheory Fitness brand, and PBH. Upon closing of the transaction, AWW and UFH each contributed all of the equity interests in each of their respective subsidiaries to PBH, resulting in AWW and UFH each owning fifty percent (50%) of the total outstanding equity interests in PBH, and PBH contributed such equity interests to PBI, resulting in PBI becoming the direct or indirect parent company of AWW's and UFH's respective subsidiaries, including Anytime Fitness. In conjunction with closing of this transaction, OTF Franchisor and OTFPS were contributed to Anytime Fitness and ultimately to SEB Systems, becoming an indirect subsidiary of Anytime Fitness (Note 5).
Source: Item 23 — RECEIPTS (FDD pages 62–248)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, the transaction date for the agreement between Anytime Worldwide, LLC (AWW) and Ultimate Fitness Holdings, LLC (UFH) is April 2, 2024. This agreement involved AWW, the indirect parent company of the franchisors of Anytime Fitness, Waxing the City, Basecamp Fitness, and Bar Method, and UFH, the ultimate indirect parent company of Orangetheory Fitness.
Upon closing the transaction, both AWW and UFH contributed their equity interests in their respective subsidiaries to Purpose Brands Holdings LLC (PBH). As a result, AWW and UFH each own 50% of the total outstanding equity interests in PBH. PBH then contributed these equity interests to Purpose Brands Intermediate LLC (PBI), making PBI the direct or indirect parent company of AWW's and UFH's subsidiaries, including Anytime Fitness.
In conjunction with the closing of this transaction, OTF Franchisor and OTFPS were contributed to Anytime Fitness and ultimately to SEB Systems, becoming an indirect subsidiary of Anytime Fitness. This complex transaction restructured the ownership and control of several franchise brands, including Basecamp Fitness, under a new parent company structure.