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O’Melveny Represents Spanos Barber Jesse & Co. in Acquisition of CDM Fitness Holdings

June 27, 2019

FOR IMMEDIATE RELEASE

CENTURY CITY—June 27, 2019—O’Melveny represented private equity firm Spanos Barber Jesse & Co. (SBJ) in completing its 10th investment in the current fund with the acquisition of CDM Fitness Holdings (CDM), the largest Planet Fitness franchisee in Massachusetts. SBJ invested in partnership with CDM’s co-founders, Brian Kablik, Bill Whelan, and Jonathan Epstein, as well as its CFO, Eric Peabody, all of whom will remain in their present roles leading the company.

Spanos Barber Jesse & Co. is a private equity firm with approximately US$300 million of committed capital, focused on leading investments in founder and family-owned consumer, business services and healthcare services companies.

CDM opened its first Planet Fitness club in 2007. Today, CDM has 20 clubs in Massachusetts, the largest Planet Fitness franchisee in the state. In 2011, CDM established the first marketing cooperative in the Planet Fitness system.

The O’Melveny team representing SBJ was led by partners John-Paul Motley, Thomas Baxter, and Nicolai Schwarz-Gondek, counsel Zach Greenberg, and associate Chris Anderson.

About O’Melveny

It’s more than what you do: it’s how you do it. Across sectors and borders, in board rooms and courtrooms, we measure our success by yours. And in our interactions, we commit to making your O’Melveny experience as satisfying as the outcomes we help you achieve. Our greatest accomplishment is ensuring that you never have to choose between premier lawyering and exceptional service. So, tell us. What do you want to achieve? Visit us at omm.com.

Contact:

Christopher Rieck
O’Melveny & Myers LLP
+1 212 326 2218
crieck@omm.com

The following release was issued by the client:

Spanos Barber Jesse & Co. Completes 10th Investment with the Acquisition of CDM Fitness Holdings

June 27, 2019 – Walnut Creek, CA: Spanos Barber Jesse & Co. (“SBJ”), a private equity firm that partners with founder and family-owned businesses, announced today that it has completed its 10th investment in the current fund with the acquisition of CDM Fitness Holdings (“CDM”), the largest Planet Fitness franchisee in Massachusetts. SBJ invested in partnership with CDM’s co-founders, Brian Kablik (CEO), Bill Whelan (COO) and Jonathan Epstein (CMO), as well as its CFO, Eric Peabody, all of whom will remain in their present roles leading the company.

CDM opened its first Planet Fitness club in 2007 and entered into one of the first exclusive area development agreements within the system. Since that time, CDM has grown to 20 clubs in Massachusetts through new club openings and acquisitions and is now the largest Planet Fitness franchisee in the state. In 2011, CDM established the first marketing cooperative in the Planet Fitness system.

Founded in 1992 in Dover, New Hampshire, Planet Fitness (NYSE: PLNT) is one of the largest and fastest-growing franchisors and operators of fitness centers in the United States by number of members and locations. As of March 31, 2019, Planet Fitness had more than 13.6 million members and 1,806 clubs in 50 states, the District of Columbia, Puerto Rico, Canada, the Dominican Republic, Panama and Mexico. Planet Fitness’ mission is to enhance people's lives by providing a high-quality fitness experience in a welcoming, non-intimidating environment, known as the Judgement Free Zone®.

“We are big believers in Planet Fitness’ disruptive and inclusive fitness club model, and have looked for the right opportunity to enter the system for many years. We have found the ideal partners in the CDM team and look forward to continuing to build CDM through both de novo and acquisition growth in the years ahead,” commented Ben Landis, Managing Director at SBJ.

“We are thrilled to partner with SBJ as CDM enters its next stage of growth” said CDM CEO Brian Kablik. “We chose SBJ as a result of the team’s many years of experience in the fitness club sector and their passion for Planet Fitness. Their personal ties to Massachusetts and love of the Red Sox and Patriots certainly didn’t hurt either,” added Brian.

The McLean Group acted as the exclusive financial advisor to CDM on the transaction and Marks & Klein, LLP served as CDM’s legal advisor. O’Melveny & Myers LLP provided legal advice to SBJ. Goldman Sachs Specialty Lending Group, L.P. provided the senior debt in the transaction.

ABOUT CDM FITNESS HOLDINGS

CDM Fitness Holdings opened its first Planet Fitness club in 2007 and entered into one of the first exclusive area development agreements with Planet Fitness. Since that time, CDM has grown to 20 clubs in Massachusetts through new club openings and acquisitions and is now the largest Planet Fitness franchisee in the state. In 2011, CDM established the first marketing cooperative in the Planet Fitness system.

ABOUT SPANOS BARBER JESSE & CO.

Spanos Barber Jesse & Co. is a private equity firm with approximately $300 million of committed capital, focused on leading investments in founder and family-owned consumer, business services and healthcare services companies. SBJ provides thoughtful strategic advice, domain expertise and a partnership-oriented approach to support the goals of entrepreneurs, owners and management teams. SBJ was founded by an experienced team of professionals with a track record of growing companies both as principal investors and as operating executives. Please visit www.sbjcap.com for more information.