Town Sports International Holdings, Inc. (CLUB): HG Vora and PW Partners Atlas Fund Nominate Six Director Candidates

In a new filing with the Securities and Exchange Commission, Parag Vora‘s HG Vora Capital Management issued a press release announcing that HG Vora together with PW Partners Atlas Funds have nominated six independent directors to be elected to the board of Town Sports International Holdings, Inc. (NASDAQ:CLUB) at the next meeting of shareholders. HG Vora and PW Partners Atlas Funds have formed an activist group and together they own a total of 6.37 million shares of Town Sports International, the stake amassing 26.2% of the company. HG Vora holds around 3.88 million shares from the aggregate position, equal to 15.9% of the company’s common stock.

Parag Vora - HG Vora Capital

HG Vora holds a concentrated equity portfolio, worth around $880 million that is primarily invested in services companies. The fund is betting big on American Realty Capital Properties Inc (NASDAQ:ARCP) and Pinnacle Entertainment, Inc (NYSE:PNK), the stakes in which amass together more than 30% of the equity portfolio. However, as HG Vora was raising its positions in both companies in 2014, the stock of American Realty dropped by 24% over the last 52 weeks, while Pinnacle Entertainment’s stock fell by 9%.

In Town Sports International Holdings, Inc. (NASDAQ:CLUB), HG Vora initiated a stake at the end of April 2014, intially holding 1.3 million shares. Later on, the stake has been increased and in October the fund formed an activist group with PW Partners Atlas Fund in order to engage together in discussions with the company’s management and board of directors regarding strategies to increase the shareholder value of Town Sports International.

So, with nominating candidates to be elected to the board of directors, both HG Vora and PW Partners take the next step regarding their investment in the company. In their press release, the investors said that they consider that Town Sports International Holdings, Inc. (NASDAQ:CLUB) needs to “significantly revamp its board of directors” in order for changes required to increase the shareholder value to take place. The candidates nominated by the activist group include: Glenn Colarossi, Mark A. McEachen, Jeffrey C. Neal, Thomas W. Plummer, Patrick Walsh, and L. Spencer Wells. The candidates, according to the press release, are professional with expertise in the fitness industry and corporate finance. 

Moreover, the funds decided to nominate their own slate of directors after the company has not engaged in discussions with them regarding some of the proposals to increase shareholder value and instead adopted a so-called ‘poison pill’. Town Sports International Holdings, Inc. (NASDAQ:CLUB) has adopted a stockholder rights plan that is meant to prevent a hostile takeover, as a response to HG Vora and PW Partners’ increasing their aggregate stake. The rights plan, however, will not prevent the investors from initiating a proxy fight.