sc13da408800hgv_01072015.htm

0000921895-15-000030.txt : 20150107 0000921895-15-000030.hdr.sgml : 20150107 20150107170545 ACCESSION NUMBER: 0000921895-15-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20150107 DATE AS OF CHANGE: 20150107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOWN SPORTS INTERNATIONAL HOLDINGS INC CENTRAL INDEX KEY: 0001281774 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 200640002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81864 FILM NUMBER: 15514117 BUSINESS ADDRESS: STREET 1: 5 PENN PLAZA STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212) 246-6700 MAIL ADDRESS: STREET 1: 5 PENN PLAZA STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HG Vora Capital Management, LLC CENTRAL INDEX KEY: 0001525362 IRS NUMBER: 264369896 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 330 MADISON AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 707-4300 MAIL ADDRESS: STREET 1: 330 MADISON AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 sc13da408800hgv_01072015.htm AMENDMENT NO. 4 TO THE SCHEDULE 13D sc13da408800hgv_01072015.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)1

Town Sports International Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

89214A102

(CUSIP Number)

Philip M. Garthe

HG Vora Capital Management, LLC

330 Madison Avenue, 23rd Floor

New York, NY 10017

Steve Wolosky, Esq.

Ron S. Berenblat, Esq.

Olshan Frome Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, NY 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 7, 2015

(Date of Event Which Requires Filing of This Statement)

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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

1	NAME OF REPORTING PERSON HG Vora Special Opportunities Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS 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 Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 3,875,000
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 3,875,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9%
14	TYPE OF REPORTING PERSON OO (Cayman Islands exempted company)

1	NAME OF REPORTING PERSON HG Vora Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS 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 Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 3,875,000
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 3,875,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9%
14	TYPE OF REPORTING PERSON OO (Delaware limited liability company)

1	NAME OF REPORTING PERSON Parag Vora
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS 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 USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 3,875,000
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 3,875,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9%
14	TYPE OF REPORTING PERSON IN

INTRODUCTORY STATEMENT

This Amendment No. 4 (this “Amendment No. 4”) amends the Schedule 13D, as amended, filed with the Securities and Exchange Commission by (i) HG Vora Special Opportunities Master Fund, Ltd., a Cayman Islands exempted company (the “Fund”); (ii) HG Vora Capital Management, LLC, a Delaware limited liability company (the “Manager”), as investment manager of the Fund; and (iii) Mr. Parag Vora (“Mr. Vora”), as managing member of the Manager. The foregoing persons are hereinafter collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Capitalized terms used but not defined herein shall have the meaning given in the Schedule 13D filed on August 21, 2014, as amended by Amendment No. 1 filed on October 20, 2014, Amendment No. 2 filed on November 20, 2014, and Amendment No. 3 filed on January 5, 2015 (as amended, the “Schedule 13D”).

Items 2, 4, 6 and 7 of the Schedule 13D are hereby amended and supplemented as follows:

Item 2.

Identity and Background.

The Reporting Persons are parties to that certain Group and Solicitation Agreement, as further described in Item 6, in which they formed a Section 13(d) group with (i) PW Partners Atlas Fund III LP, a Delaware limited partnership (“Atlas Fund III”), PW Partners Master Fund LP, a Delaware limited partnership, PW Partners Atlas Funds, LLC, a Delaware limited liability company, PW Partners, LLC, a Delaware limited liability company, PW Partners Capital Management LLC, a Delaware limited liability company, and Patrick Walsh (collectively, the “PW Parties”) and (ii) Glenn Colarossi, Mark A. McEachen, Jeffrey C. Neal, Thomas W. Plummer and L. Spencer Wells.

Item 4.

Purpose of Transaction.

On January 7, 2015, the Fund and Atlas Fund III delivered a letter (the “Nomination Letter”) to the Issuer nominating a slate of six highly qualified director candidates, including Glenn Colarossi, Mark A. McEachen, Jeffrey C. Neal, Thomas W. Plummer, Patrick Walsh and L. Spencer Wells (the “Nominees”), for election to the Board of Directors of the Issuer (the “Board”) at the Issuer’s 2015 annual meeting of stockholders (the “Annual Meeting”). The Reporting Persons believe that a significant reconstitution of the Board is required to effect the changes necessary to maximize stockholder value. The Fund and Atlas Fund III have engaged, and intend to continue to engage, in discussions with management and the Board regarding matters relating to the composition of the Board. A copy of the press release announcing the submission of the Nomination Letter and disclosing the biographical extracts of the Nominees is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On January 7, 2015, the Reporting Persons, the PW Parties and Messrs. Colarossi, McEachen, Neal, Plummer and Wells (collectively, the “Group”) entered into a Group and Solicitation Agreement in which, among other things, (a) the Group agreed to file, separately or jointly, Schedules 13D, and any amendments thereto, with respect to the securities of the Issuer, (b) the Group agreed to form a Section 13(d) group for the purpose of working together to enhance stockholder value at the Issuer, including soliciting proxies or written consents for the election of the Nominees to the Board at the Annual Meeting (the “Solicitation”), and (c) the Reporting Persons and the PW Parties agreed to bear specified expenses incurred in connection with the Solicitation based on their pro rata beneficial ownership percentage of the Shares. The Group and Solicitation Agreement supersedes that certain Group Agreement, dated October 20, 2014. The Group and Solicitation Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The Fund and Atlas Fund III have entered into letter agreements, pursuant to which they have agreed to indemnify each of Messrs. Colarossi, McEachen, Neal, Plummer and Wells against claims arising from the Solicitation and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

99.1

Press Release, dated January 7, 2015.

99.2

Group and Solicitation Agreement by and among PW Partners Atlas Fund III LP, PW Partners Master Fund LP, PW Partners Atlas Funds, LLC, PW Partners, LLC, PW Partners Capital Management LLC, Patrick Walsh, HG Vora Special Opportunities Master Fund, Ltd., HG Vora Capital Management, LLC, Parag Vora, Glenn Colarossi, Mark A. McEachen, Jeffrey C. Neal, Thomas W. Plummer and L. Spencer Wells, dated January 7, 2015.

99.3

Form of Indemnification Letter Agreement.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:

January 7, 2015

HG VORA SPECIAL OPPORTUNITIES MASTER FUND, LTD.

By:	/s/ Parag Vora
	Name:	Parag Vora
	Title:	Director

HG VORA CAPITAL MANAGEMENT, LLC

By:	/s/ Parag Vora
	Name:	Parag Vora
	Title:	Managing Member

	/s/ Parag Vora
	Parag Vora

EX-99.1 2 ex991to13da408800hgv_010715.htm PRESS RELEASE ex991to13da408800hgv_010715.htm

Exhibit 99.1

PW Partners and HG Vora Nominate Six Highly Qualified Directors to Board of Town Sports

NEW YORK, NY, January 7, 2015 -- PW Partners Atlas Funds and HG Vora Capital Management (the “Nominating Stockholders”), who collectively own 6,371,133 shares or 26.2% of the outstanding shares of Town Sports International Holdings, Inc. (Nasdaq: CLUB) (“Town Sports” or the “Company”), announced today that they have formally nominated six highly qualified and independent director nominees for election to the Board of Directors of Town Sports at its upcoming 2015 annual meeting of stockholders.

The Nominating Stockholders released the following statement:

“As stockholders collectively owning more than 26% of Town Sports, we believe the Company needs to significantly revamp its board of directors to effect the changes necessary to maximize stockholder value. We believe our proposed slate of experienced operating and business professionals with significant expertise in the fitness industry and corporate finance will strengthen Town Sports’ brands, right-size its cost structure, and make prudent capital allocation decisions for the benefit of all stockholders. The Company has failed to engage in a meaningful dialogue with us regarding our recommendations for enhancing stockholder value. The Company also rebuffed our good faith attempts to obtain meaningful representation on the Board and responded by adopting a ‘poison pill’ rights plan. Stockholders deserve directors who will proactively address the many issues facing Town Sports and be committed to meaningful value creation.”

The Nominating Stockholders’ slate of director nominees includes:

Glenn Colarossi (Age 54) who has served as Principal of Colarossi Spa & Health Club Consulting & Management LLC, a health club consulting and management firm providing development, design, branding, management and investment consulting services to health clubs and spas worldwide, since he founded it in 1991. He has also served as Director Global Hospitality of True Fitness Technology Inc., a manufacturer of premium cardio equipment, since December 2013. He was also the Chief Operating Officer of Stamford Athletic Club, an athletic club located in Stamford, CT, from 1993 to December 2013.

Mark A. McEachen (Age 56) who has served as the Chief Executive Officer of The Dolan Company, a leading provider of business information and professional services to the legal, financial, real estate and business sectors, since June 2014. He has also served as a director of BJ’s Restaurants, Inc. (NASDAQ: BJRI), an owner and operator of casual dining restaurants, since April 2014. Mr. McEachen held a variety of positions at Freedom Communications, Inc. from May 2009 to June 2013, including Chief Operating Officer and Chief Financial Officer.

Jeffrey C. Neal (Age 69) who has been a Partner of Horizon Capital LLC, an investment company he co-founded specializing in investments in Ukraine, Moldova and Belarus, since June 2005. He previously served as a director of Caribou Coffee Company, Inc., a leading branded coffee company, from October 2005 to August 2008. Mr. Neal has held a variety of positions at Merrill Lynch & Co. Inc. and a predecessor firm from 1973 to 2004, including Chairman of the Global Investment Banking Group.

Thomas W. Plummer (Age 62) who has been the Owner of the National Fitness Business Alliance (“NFBA”), a group of industry vendors and suppliers bringing advanced business education to fitness business owners worldwide, since he founded it in 2003. The NFBA offers seminars, workshops and other consulting services to the fitness industry and is a leading provider of education for fitness business owners. He was also the Founder and Owner of Thomas Plummer Company, a provider of workshops, independent consulting and speaking engagements to the fitness industry, from 1990 to 2003.

Patrick Walsh (Age 39) who has served, since August 2012, as the Chief Executive Officer of PW Partners Atlas Funds, LLC, the general partner of various investment funds, and its affiliates. He has also served as a director of BJ’s Restaurants, Inc. (NASDAQ: BJRI), an owner and operator of casual dining restaurants, since June 2014 where he also serves as a member of the Compensation Committee. He has also continued to serve as a director of Famous Dave’s of America, Inc. (NASDAQ: DAVE), an owner, operator and franchisor of barbecue restaurants, since April 2013 where he also serves as Chairman of the Compensation Committee and as a member of the Strategic Planning and Audit Committees.

L. Spencer Wells (Age 44) who has been a Partner of Drivetrain Advisors, LLC, an advisory firm focused on providing fiduciary services to investors in the alternative investment industry, since he co-founded the firm in December 2013. He served as a Senior Advisor to TPG Special Situations Partners (“TSSP”), the credit investing arm of TPG Capital, from January 2012 to July 2013. He was a Partner of TSSP from September 2010 to January 2012. Mr. Wells was a Partner and Portfolio Manager at Silver Point Capital, L.P., an alternative investment manager specializing in distressed credit, from September 2002 to July 2009.

CERTAIN INFORMATION CONCERNING PARTICIPANTS

PW Partners Atlas Fund III LP (“Atlas Fund III”) and HG Vora Special Opportunities Master Fund, Ltd. (“HG Vora Master Fund”), together with the other participants named herein (collectively, the “PW-HG Vora Group”), intend to file with the Securities and Exchange Commission (“SEC”) a preliminary proxy statement and an accompanying proxy card to be used to solicit votes for the election of a slate of six (6) highly-qualified director nominees at the 2015 annual meeting of stockholders of Town Sports International Holdings, Inc., a Delaware corporation (the “Company”).

THE PW-HG VORA GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PW-HG VORA GROUP AT (312) 347-1709.

The participants in this solicitation are Atlas Fund III, HG Vora Master Fund, PW Partners Master Fund LP (“PW Master Fund”), PW Partners Atlas Funds, LLC (“Atlas Fund GP”), PW Partners, LLC (“PW Master Fund GP”), PW Partners Capital Management LLC (“PW Capital Management”), Patrick Walsh, HG Vora Capital Management, LLC (“HG Vora Capital Management”), Parag Vora, Glenn Colarossi, Mark A. McEachen, Jeffrey C. Neal, Thomas W. Plummer and L. Spencer Wells. As of the date hereof, Atlas Fund III directly owns 2,401,183 shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”). As of the date hereof, PW Master Fund directly owns 25,000 shares of Common Stock. As of the date hereof, Mr. Walsh directly owns 69,950 shares of Common Stock. Atlas Fund GP, as the general partner of Atlas Fund III, may be deemed to beneficially own the 2,401,183 shares of Common Stock directly owned by Atlas Fund III. PW Master Fund GP, as the general partner of PW Master Fund, may be deemed to beneficially own the 25,000 shares of Common Stock directly owned by PW Master Fund. PW Capital Management, as the investment manager with respect to each of Atlas Fund III and PW Master Fund, may be deemed to beneficially own the 2,426,183 shares of Common Stock directly owned in the aggregate by Atlas Fund III and PW Master Fund. Mr. Walsh, as the Managing Member and Chief Executive Officer of each of Atlas Fund GP and PW Master Fund GP and the Managing Member of PW Capital Management, may be deemed to beneficially own the 2,426,183 shares of Common Stock beneficially owned in the aggregate by Atlas Fund GP, PW Master Fund GP and PW Capital Management. As of the date hereof, HG Vora Master Fund directly owns 3,875,000 shares of Common Stock. HG Vora Capital Management, as the investment advisor to HG Vora Master Fund, may be deemed to beneficially own the 3,875,000 shares of Common Stock directly owned by HG Vora Master Fund. Mr. Vora, as the Managing Member of HG Vora Capital Management, may be deemed to beneficially own the 3,875,000 shares of Common Stock beneficially owned by HG Vora Capital Management. As of the date hereof, none of Messrs. Colarossi, McEachen, Neal, Plummer or Wells owns any shares of Common Stock.

Contact

Patrick Walsh

(312) 347-1709

EX-99.2 3 ex992to13da408800hgv_010715.htm GROUP AND SOLICITATION AGREEMENT ex992to13da408800hgv_010715.htm

Exhibit 99.2

GROUP AND SOLICITATION AGREEMENT

WHEREAS, PW Partners Atlas Fund III LP, PW Partners Master Fund LP, PW Partners Atlas Funds, LLC, PW Partners, LLC, PW Partners Capital Management LLC, Patrick Walsh (collectively, the “PW Parties”), HG Vora Special Opportunities Master Fund, Ltd., HG Vora Capital Management, LLC and Parag Vora (collectively, the “HG Vora Parties”) are parties to that certain Group Agreement, dated as of October 20, 2014 (the “Group Agreement”), pursuant to which the parties thereto agreed to form a Section 13(d) group for the purpose of working together to enhance stockholder value at Town Sports International Holdings, Inc., a Delaware corporation (the “Company”);

WHEREAS, the PW Parties and the HG Vora Parties wish to add Glenn Colarossi, Mark A. McEachen, Jeffrey C. Neal, Thomas W. Plummer and L. Spencer Wells (collectively, the “Nominees”) to the Section 13(d) Group for the purpose of working together to enhance stockholder value at the Company, including seeking representation on the Board of Directors of the Company (the “Board”) at the 2015 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 7th day of January, 2015 by the parties hereto:

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to file, separately or jointly, Schedules 13D, and any amendments thereto, with respect to the securities of the Company to the extent required by applicable law. Each member of the Group shall be responsible for the accuracy and completeness of his or its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2. Each of the undersigned agrees to form the Group for the purpose of working together to enhance stockholder value at the Company, including (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

3. So long as this Agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP of (i) any of their purchases or sales of securities of the Company, or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

4. Each of the undersigned agrees that all out-of-pocket costs and expenses (including fees of outside legal counsel and obligations under any written indemnification agreements between the PW Parties and HG Vora Parties, on the one hand, and individuals nominated by the Group to the Board, on the other hand) incurred in connection with the Group’s activities set forth in Section 2 beginning with the activities of the PW Parties and the HG Vora Parties directly relating to their initial formation of a Section 13(d) group, including the preparation of the Group Agreement and related SEC filings, and so long as this Agreement is in effect (“Expenses”) must be pre-approved in writing by a representative of the PW Parties and a representative of the HG Vora Parties. Each of the PW Parties, on the one hand, and the HG Vora Parties, on the other hand, agrees to be responsible for, and pay directly all such pre-approved Expenses on a pro rata basis based on the number of shares of Common Stock of the Company directly or indirectly beneficially owned by each of the PW Parties and the HG Vora Parties, respectively (calculated as of the date hereof and as of the first of each month hereafter). Each of the PW Parties, on the one hand, and the HG Vora Parties, on the other hand, hereby approve all reasonable Expenses incurred to date by such parties.

5. Each of the undersigned agrees that any press release or public stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 2 shall be first approved by a representative of the PW Parties and a representative of the HG Vora Parties. Each of the undersigned agrees to provide notice a reasonable time prior to making any SEC filings in connection with the Group’s activities set forth in Section 2.

6. The terms and provisions of this Agreement may not be modified, waived or amended without the written consent of each of the PW Parties and the HG Vora Parties; provided, however, that any modification, waiver or amendment to this Agreement that would be detrimental to any of the Nominees requires the written consent of each of the parties hereto.

7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8. Any legal action or proceeding arising out of the provisions of this Agreement or the parties’ investment in the Company shall be brought and determined in the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.

9. Any party hereto may terminate his or its obligations under this Agreement on 24 hours’ prior written notice to all other parties.

10. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to any Schedule 13D required to be filed under applicable law pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

11. The Group Agreement is hereby superseded in its entirety by this Agreement and shall be of no further force or effect.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

PW PARTNERS ATLAS FUND III LP

By:	PW Partners Atlas Funds, LLC General Partner

By:	/s/ Patrick Walsh
	Name:	Patrick Walsh
	Title:	Managing Member and Chief Executive Officer

PW PARTNERS MASTER FUND LP

By:	PW Partners, LLC General Partner

By:	/s/ Patrick Walsh
	Name:	Patrick Walsh
	Title:	Managing Member and Chief Executive Officer

PW PARTNERS ATLAS FUNDS, LLC

By:	/s/ Patrick Walsh
	Name:	Patrick Walsh
	Title:	Managing Member and Chief Executive Officer

PW PARTNERS, LLC

By:	/s/ Patrick Walsh
	Name:	Patrick Walsh
	Title:	Managing Member and Chief Executive Officer

PW PARTNERS CAPITAL MANAGEMENT LLC

By:	/s/ Patrick Walsh
	Name:	Patrick Walsh
	Title:	Managing Member

	/s/ Patrick Walsh
	PATRICK WALSH

HG VORA SPECIAL OPPORTUNITIES MASTER FUND, LTD.

By:	/s/ Parag Vora
	Name:	Parag Vora
	Title:	Director

HG VORA CAPITAL MANAGEMENT, LLC

By:	/s/ Parag Vora
	Name:	Parag Vora
	Title:	Managing Member

	/s/ Parag Vora
	PARAG VORA

	/s/ Glenn Colarossi
	GLENN COLAROSSI

	/s/ Mark A. McEachen
	MARK A. MCEACHEN

	/s/ Jeffrey C. Neal
	JEFFREY C. NEAL

	/s/ Thomas W. Plummer
	THOMAS W. PLUMMER

	/s/ L. Spencer Wells
	L. SPENCER WELLS

EX-99.3 4 ex993to13da408800hgv_010715.htm FORM OF INDEMNIFICATION LETTER AGREEMENT ex993to13da408800hgv_010715.htm

Exhibit 99.3

PW PARTNERS ATLAS FUND III LP

c/o PW Partners Atlas Funds, LLC

141 W. Jackson Blvd., Suite 300

Chicago, IL 60604

HG VORA SPECIAL OPPORTUNITIES MASTER FUND, LTD.

c/o HG Vora Capital Management, LLC

330 Madison Avenue, 23rd Floor

New York, NY 10017

January __, 2015

Re:

Town Sports International Holdings, Inc.

Dear Mr. ________:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Town Sports International Holdings, Inc. (the “Company”) in connection with the proxy solicitation that PW Partners Atlas Fund III LP and HG Vora Special Opportunities Master Fund, Ltd. (collectively, the “Group”), is considering undertaking to nominate and elect directors at the Company’s 2015 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof and any adjournments, postponements, reschedulings or continuations thereof (the “Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter (“Agreement”) will set forth the terms of our agreement.

The members of the Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions, provision to the Group of false or misleading information (including false or misleading information on any questionnaire you are requested to complete by the Group), or material breach of the terms of this Agreement; provided further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing for or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Solicitation and any related transactions (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Group prompt written notice of such claim or Loss (provided that failure to promptly notify the Group shall not relieve it from any liability which it may have on account of this Agreement, except to the extent it shall have been materially prejudiced by such failure). Upon receipt of such written notice, the Group will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. The Group may not enter into any settlement of Loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim. Notwithstanding anything to the contrary set forth in this Agreement, the Group shall not be responsible for any fees, costs or expenses of separate legal counsel retained by you without the Group’s prior written approval. In addition, you agree not to enter into any settlement of Loss or claim without the written consent of the Group, which consent will not be unreasonably withheld.

You hereby agree to keep confidential and not disclose to any party, without the consent of the Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Group, its affiliates or members of its Schedule 13D group which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Group, its affiliates or members of its Schedule 13D group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Group so that the Group or any member thereof may seek a protective order or other appropriate remedy or, in the Group’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or the Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Group and, upon the request of a representative of the Group, all such information shall be returned or, at the Group’s option, destroyed by you, with such destruction confirmed by you to the Group in writing.

This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

* * *

If you agree to the foregoing terms, please sign below to indicate your acceptance.

Very truly yours,

PW PARTNERS ATLAS FUND III LP

By:	PW Partners Atlas Funds, LLC General Partner
By:
Name:	Patrick Walsh
Title:	Managing Member and Chief Executive Officer

HG VORA SPECIAL OPPORTUNITIES MASTER FUND, LTD.
By:
Name:	Parag Vora
Title:	Director

ACCEPTED AND AGREED: