Bally Total Fitness Files for Chapter 11

Bally Total Fitness Holding Corp (BFTH), one of the largest U.S. health club operators, has filed for bankruptcy protection, after struggling in recent years with membership declines and too much debt.

The Chicago-based company and more than 40 affiliates filed for Chapter 11 protection from creditors on Tuesday with the U.S. Bankruptcy Court in Manhattan.

Bally listed $396.8 million of assets and $761.3 million of debts as of December 31, court papers show.

The company said the reorganization process will not affect memberships or operations at its more than 375 health clubs. It also intends to keep paying employees and vendors.

Bally will seek approval of a "prepackaged" reorganization plan supported by holders of much of two bond issues.

It said the plan would reduce debt by $150 million and provide $90 million of capital through a rights offering backed by affiliates of Anschutz Investment Co., Goldman Sachs Group Inc (GS) and Tennenbaum Capital Partners LLC. Existing stockholders would receive nothing for their shares, Bally has said.

Bally also said it lined up $292 million of financing to fund operations during and after bankruptcy proceedings. It hopes to emerge from Chapter 11 "as promptly as possible."

Bally has struggled in recent years to attract new members, and in March said it expected continued membership declines through at least 2008.

Among the affiliates that are reorganizing is Jack LaLanne Holding Corp., named for the fitness and nutritional expert, court papers show.

Bally said Jefferies & Co. and the law firm Latham & Watkins LLP are advising it on the bankruptcy process. It said a committee of bondholders retained Houlihan Lokey Howard & Zukin Capital and the law firm Akin Gump Strauss Hauer & Feld LLP as advisers.

Shares of Bally closed Tuesday at 41 cents on the Pink Sheets.