Market Overview

Town Sports International Holdings, Inc. Announces the Acquisition of Flywheel Sports, Inc.'s Studio Business



Town Sports International Holdings, Inc. ("TSI" or the "Company")
(NASDAQ:CLUB), a diversified holding company and one of the largest
owners and operators of fitness clubs in the Northeast, announced today
that it entered into an agreement to acquire the studio business of
Flywheel Sports, Inc. ("Flywheel"). The acquisition is expected to close
in the first quarter of 2020, upon satisfaction of customary closing
conditions. Established in 2010, Flywheel revolutionized competitive
indoor cycling. Flywheel has expanded to 29 locations across the United
States and multiple modalities and content, including its acclaimed
results-driven indoor cycling and off-bike precision training workouts,
including "FlyBarre" and "FlyFIT".

This press release features multimedia. View the full release here:

Flywheel Sports Studio

Flywheel Sports Studio

"Flywheel is an iconic name in the fitness industry and this acquisition
accelerates TSI's strategic plan as we continue to upgrade our club
network and offer more value to our members. The Flywheel acquisition
fits perfectly into TSI's strategy, as it enables us to elevate our
members' fitness experience by offering a luxury, boutique product while
elevating their fitness routines, along with the benefits of additional
formats and locations. We look forward to integrating and adopting
Flywheel's five star standards and operational excellence within TSI as
we raise the operational and service standards at all TSI locations,"
said Patrick Walsh, TSI's Chairman and CEO.

Walsh continued, "Through this acquisition, TSI plans to enhance the gym
experience, similar to the industry's aggregators, and offer more
variety in content, locations and experience for a lower cost."

"Much has been written about the changes the fitness industry is
currently undergoing," said Darren Richman, co-Founder of Kennedy Lewis
Investment Management, Flywheel's current owner. "As in the case of
providers like Netflix who reimagined the importance of content, and the
need to provide customers with more for less, we think that Patrick is
following the exact same path at TSI in the fitness space. He is
facilitating the delivery of more fitness modalities and content for
value conscious consumers."

TSI is expected to benefit from enhanced revenue potential as the
Company provides its over 600,000 members access to Flywheel's boutique
facilities through packaged membership options. Flywheel's more than
300,000 members will also benefit from similar membership packages as
more than half of Flywheel locations are within two miles of a TSI

As part of the acquisition, Kennedy Lewis has agreed to provide seller
financing of $25 million in the form of a second lien loan. Kennedy
Lewis has also agreed to assist with the refinancing of TSI's existing
term loan, with a follow-on commitment of up to $25 million of
additional second lien debt. The closing and follow on commitment is
conditioned upon TSI's ability to reach acceptable terms with its
existing term loan lenders. Until the acquisition closes, TSI and
Flywheel have agreed to cross-market each other's products.

About Town Sports International Holdings, Inc.:

Town Sports International Holdings, Inc. is a diversified holding
company that owns subsidiaries engaged in a number of business and
investment activities. The Company's largest operating subsidiaries have
been involved in the fitness industry since 1973 and have grown to
become one of the largest owners and operators of fitness clubs in the
Northeast. TSI's corporate structure provides flexibility to make
investments across a broad spectrum of industries in order to create
long-term value for shareholders. Additional information can be found at

About Flywheel Sports, Inc.:

Flywheel Sports, Inc., a leading boutique fitness brand, provides
results-driven classes at 29 studios. Established in 2010 in New
York's Flatiron District, Flywheel offers a high-intensity indoor
cycling experience in a welcoming and energetic atmosphere. A
proprietary technology in metric-based training removes guesswork from
every move, enables riders to set personal goals and track progress over
time, in studio and at home. Each class features a unique leaderboard
that adds a fun, competitive element to every ride. The off-bike
precision training workouts, designed to strengthen and sculpt the
entire body, are offered at 20 studios nationwide. A private,
equity-backed company, Flywheel employs more than 800 fitness

Additional information can be found at

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