Freeman Spogli Sells its Majority Interest in Baseline Fitness to Mayfair Capital Partners

LOS ANGELES, March 18, 2024 /PRNewswire/ -- Freeman Spogli, a middle market private equity firm, announced that its portfolio company, Baseline Fitness, LLC ("Baseline"), a leading franchise division of Planet Fitness fitness centers, has been acquired by Mayfair Capital Partners ("Mayfair"), a division of Oxford Financial Group, Ltd. ("Oxford"). Freeman Spogli and Baseline's existing management team have each retained significant minority equity stakes, and the Baseline management team will continue to lead the company. Terms of the transaction were not disclosed.

Headquartered in Fargo, North Dakota, and founded in 2009, Baseline is one of the largest franchisees of Planet Fitness fitness centers with 100 clubs across the Upper Midwest, Colorado, and California. Planet Fitness Inc. is one of the largest and fastest-growing franchisors and operators of fitness centers with more members than any other fitness brand.

Freeman Spogli partnered with the Baseline Fitness team in 2017, when the company had 22 clubs in the Upper Midwest and California. With the support of Freeman Spogli, Baseline has grown organically and via acquisitions, adding density to its existing markets and strategically entering new markets.

"Baseline Fitness has grown into one of the largest franchise divisions of Planet Fitness fitness centers, having opened our landmark 100th club earlier this year," said Scott Majkrzak, CEO of Baseline Fitness. "We are proud of what we accomplished together with the Freeman Spogli team and are excited to begin our new chapter with Mayfair Capital Partners, who we expect to be an excellent new partner. This transaction is a testament to the great work of our many employees and our management team, and an acknowledgment of the excellent partnerships we have established with our loyal members, the franchisor, and Freeman Spogli, who has been a very supportive partner to us for the last six years."

Todd Halloran of Freeman Spogli added, "The Baseline Fitness management team has done an exceptional job of establishing the Company as a differentiated and leading franchise of Planet Fitness and an important partner to the franchisor. We have greatly enjoyed our successful partnership with Baseline, and we wish the Company great success as it continues its strong growth trajectory."

Piper Sandler & Co. served as financial advisor to Baseline Fitness for this transaction. Morgan, Lewis & Bockius and Winthrop & Weinstine acted as legal advisors to Freeman Spogli and management shareholders in connection with the transaction. Fredrikson & Byron served as legal counsel for Mayfair.

About Baseline Fitness
Headquartered in Fargo, ND, and founded in 2009, Baseline is one of the largest franchisees of Planet Fitness fitness centers by club count with 100 locations across the Upper Midwest, Colorado, and California.

About Planet Fitness
Founded in 1992 in Dover, NH, Planet Fitness is one of the largest and fastest-growing franchisors and operators of fitness centers in the world by number of members and locations. As of December 31, 2023, Planet Fitness had approximately 18.7 million members and 2,575 clubs in 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico and Australia. The Company's mission is to enhance people's lives by providing a high-quality fitness experience in a welcoming, non-intimidating environment, which we call the Judgement Free Zone®. More than 90% of Planet Fitness stores are owned and operated by independent business men and women.

About Freeman Spogli
Freeman Spogli is a private equity firm dedicated exclusively to investing in and partnering with management in consumer and distribution companies in the United States. Since its founding in 1983, Freeman Spogli has invested over $5.7 billion in 70 portfolio companies with an aggregate transaction value of over $28 billion, and is currently making investments from FS Equity Partners VIII, L.P. Freeman Spogli has offices in Los Angeles and New York. For additional information, visit www.freemanspogli.com.

About Mayfair Capital Partners
Mayfair Capital Partners is an extension of the Mayfair direct investment program, which has been an in-house division of Oxford since 2003, historically managing a portfolio of direct investments exclusively for the benefit of Oxford's high net worth families and institutional clients. Mayfair Capital Partners typically makes equity investments between $75-150 million per deal and can pursue both control and non-control opportunities. For more information, visit www.mayfaircappartners.com.

SOURCE Freeman Spogli & Co.