0001193125-16-627349.txt : 20160721 0001193125-16-627349.hdr.sgml : 20160721 20160621110503 ACCESSION NUMBER: 0001193125-16-627349 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Planet Fitness, Inc. CENTRAL INDEX KEY: 0001637207 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 26 FOX RUN ROAD CITY: NEWINGTON STATE: MA ZIP: 03801 BUSINESS PHONE: 603-750-0001 MAIL ADDRESS: STREET 1: 26 FOX RUN ROAD CITY: NEWINGTON STATE: MA ZIP: 03801 CORRESP 1 filename1.htm Underwriters Acceleration Request

June 21, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Attention: Justin Dobbie and Donald E. Field

 

  Re: Planet Fitness, Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-211698)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby join in the request of Planet Fitness, Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Eastern Time, on June 22, 2016, or as soon as possible thereafter.

In connection with the Preliminary Prospectus distribution for the above-mentioned issue, the prospective underwriters have confirmed that they are complying with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

The following information with respect to the distribution of the Preliminary Prospectus dated June 21, 2016 is furnished pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act, in connection with the request for acceleration of the effective date of the Registration Statement.

The undersigned have effected approximately the following distribution of copies of the Preliminary Prospectus, dated June 21, 2016, through the date hereof:

Preliminary Prospectus, dated June 21, 2016:

1,750 copies were distributed to prospective underwriters, institutional investors, dealers and others.

[Remainder of page intentionally left blank]

Very truly,

 

J.P. MORGAN SECURITIES LLC

MERRILL LYNCH, PIERCE, FENNER & SMITH

                    INCORPORATED

JEFFERIES LLC

GUGGENHEIM SECURITIES, LLC

As Representatives of the

Several Underwriters

 

J.P. MORGAN SECURITIES LLC
By:   /s/ Jason Fournier

Name:

Title:

  

Jason Fournier

Managing Director

 

MERRILL LYNCH, PIERCE, FENNER & SMITH

                    INCORPORATED

By:   /s/ Michael Liloia

Name:

Title:

  

Michael Liloia

Vice-President

 

JEFFERIES LLC
By:   /s/ Ashley Delp Walker

Name:

Title:

  

Ashley Delp Walker

Managing Director

 

GUGGENHEIM SECURITIES, LLC
By:   /s/ Adam Rifkin

Name:

Title:

  

Adam Rifkin

Senior Managing Director

[Signature Page to Underwriters’ Acceleration Request Letter]