Item 1.01 Entry into a Material Definitive Agreement.
New Credit Agreement
On February 14, 2023, F45 Training Holdings Inc. (the "Company") entered into a
credit agreement (the "New Credit Agreement") with certain subsidiaries of the
Company party thereto as guarantors (the "Guarantors"), Alter Domus (US) LLC, as
administrative Agent and Australian security trustee, and the lenders party
thereto. The lender group consists of existing stockholders of the Company led
by affiliates of Kennedy Lewis Management LP ("KLIM"), the investment manager to
significant stockholders of the Company and party to the Company's Third Amended
and Restated Stockholders' Agreement. The New Credit Agreement provides for a
$90 million, five and a half year term loan facility (the "Term Loan") at an
original issue discount of 3.00% payable in kind. The proceeds from the Term
Loan will be used by the Company to pay down its existing credit facility with
JPMorgan Chase Bank, N.A. (the "JPM Facility"), to pay down other liabilities of
the Company and for general corporate purposes. The obligations under the New
Credit Agreement are secured by substantially all of the assets of the Company
and the Guarantors.
Amounts outstanding under the New Credit Agreement accrue interest at a rate of
12.00% per annum, payable in kind.
The New Credit Agreement includes customary negative covenants that, among other
things, restrict the Company's ability to incur additional indebtedness, grant
liens and make certain acquisitions, investments, asset dispositions and
restricted payments.
The New Credit Agreement includes customary events of default, and customary
rights and remedies upon the occurrence of any event of default thereunder,
including rights to accelerate the loans, terminate the commitments thereunder
and realize upon the collateral securing the obligations under the New Credit
Agreement.
Upon repayment or acceleration of the Term Loan (including in connection with a
change of control), the Company is required to pay an exit fee equal to: (i) 35%
of the then-current principal balance of the Term Loan during the first 12
months following closing of the Term Loan; (ii) 25% of the then-current
principal balance of the Term Loan during the next 12 months; and (iii) 10% of
the then-current principal balance of the Term Loan thereafter.
A copy of the New Credit Agreement is attached hereto as Exhibit 10.1, and is
incorporated herein by reference. The foregoing description is qualified in its
entirety by reference to the New Credit Agreement.
Letter Agreement
In connection with the New Credit Agreement, the Company and affiliates of KLIM
also entered into a letter agreement, dated as of February 14, 2023 (the "Letter
Agreement"), with respect to certain governance matters, including the board
changes and Interim Chief Financial Officer appointment set forth in Item 5.02
below. In addition, the Letter Agreement includes certain mutual releases
between the Company and the lenders under the New Credit Agreement.
A copy of the Letter Agreement is attached hereto as Exhibit 10.2, and is
incorporated herein by reference. The foregoing description is qualified in its
entirety by reference to the Letter Agreement.
Amendment to Existing Credit Agreement
In connection with the entry into the New Credit Agreement, on February 14,
2023, the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent and Australian Security Trustee, entered into a third
amendment (the "Third Amendment") to the amended and restated credit agreement,
dated as of August 13, 2021 (as amended, the "Existing Credit Agreement").
Pursuant to the Third Amendment, certain amendments were made to the terms of
the Existing Credit Agreement to permit the execution of the New Credit
Agreement. The Third Amendment provides for a $70 million senior secured
facility, comprised of a $68 million term loan and a $2 million revolving credit
facility, with an interest rate of SOFR plus 550 basis points per annum, and a
two-year term.
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A copy of the Third Amendment is attached hereto as Exhibit 10.3, and is
incorporated herein by reference. The foregoing description is qualified in its
entirety by reference to the Third Amendment.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Director Resignations
On February 13, 2023, Lee Wallace, Vanessa Douglas and Angelo Demasi, each a
member of the Company's Board of Directors (the "Board"), notified the Company
that he/she was resigning from the Board effective as of immediately prior to
funding of the loan under the New Credit Agreement. At the time of these
resignations, Mr. Wallace served as a member of the Nominating and Corporate
Governance Committee of the Board, Ms. Douglas served as a member of the
Nominating and Corporate Governance Committee of the Board and Mr. Demasi served
as a member of the Audit Committee of the Board and the Compensation Committee
of the Board. None of Mr. Wallace's, Ms. Douglas's or Mr. Demasi's resignations
is the result of any disagreement with the Company relating to its operations,
policies or practices or with the Board or management.
Appointment of New Directors
On February 13, 2023, the Board elected Timothy Bernlohr, Steven Scheiwe,
Raphael Wallander and Lisa Gavales to the Board, effective as of the
consummation of the transactions under the New Credit Agreement. The new
directors will fill the vacancies on the Board created by the resignations of
Mr. Wallace, Ms. Douglas, Mr. Demasi, and Richard Grellman, who resigned from
the Board in December 2022.
Messrs. Bernlohr, Scheiwe and Wallander will each serve as a Class I director
until the Company's 2025 Annual Meeting of Stockholders and until his successor
is duly elected and qualified, and Ms. Gavales will serve as a Class II Director
until the Company's 2023 Annual Meeting of Stockholders and until her successor
is duly elected and qualified. The Board expects to appoint the new directors to
the committees of the Board following the closing of the transactions
contemplated by the Credit Agreement.
Each of Messrs. Bernlohr, Scheiwe and Wallander and Ms. Gavales will receive
compensation for service as a non-employee director of the Company consistent
with the compensation generally provided to other non-employee directors, as
determined by the Board from time to time. Compensation for the Company's
non-employee directors is described in the Company's definitive proxy statement
filed with the Securities and Exchange Commission ("SEC") on May 2, 2022.
Messrs. Bernlohr, Scheiwe and Wallander and Ms. Gavales have no direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K. The Board has determined each of Messrs.
Bernlohr, Scheiwe and Wallander and Ms. Gavales is independent under SEC
standards and the standards of the New York Stock Exchange.
On February 14, 2023, the Board elected Gene Davis, a current director, as
Chairman of the Board. In addition, the Board appointed certain directors to the
committees of the Board. The Company's Compensation Committee membership
consists of Timothy Bernlohr (Chair), Liz Josefsberg, Lisa Gavales, and Steven
Scheiwe. The Company's Audit Committee membership consists of Gene Davis
(Chair), Timothy Bernlohr, Steven Scheiwe and Raphael Wallander. The Nominating
and Corporate Governance Committee membership consists of Gene Davis (Chair),
Lisa Gavales, Liz Josefsberg, and Michael Raymond.
Appointment of Interim CFO
On February 13, 2023, the Board appointed Robert Madore as Interim Chief
Financial Officer, to serve while the Board conducts a formal search for a
permanent Chief Financial Officer.
Mr. Madore, age 58, brings to the Company a proven track record of financial
leadership spanning an impressive and diverse 30-year career. Mr. Madore most
recently served as Chief Financial Officer of Cronos Group, a global cannabinoid
company, from August 2021 to November 2022. Prior to joining Cronos Group,
Mr. Madore served as Chief Financial Officer of MacAndrews & Forbes
Incorporated, an operator of a diverse range of businesses, from January 2021
until March 2021. Prior to MacAndrews & Forbes Incorporated, Mr. Madore served
as Executive
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Vice President and Chief Financial Officer of American Eagle Outfitters Inc.
from 2016 through 2020. Prior to joining American Eagle Outfitters Inc.,
Mr. Madore served in a number of key financial and operational roles at Ralph
Lauren Corporation beginning in 2004 through 2016, most recently as Senior Vice
President and Chief Financial Officer from April 2015 to September 2016. Before
joining Ralph Lauren Corporation, Mr. Madore was Executive Vice President and
Chief Financial Officer for New York & Company from 2003 to 2004, and served as
Chief Operating Officer and Chief Financial Officer of FutureBrand, a division
of McCann Erickson, from 2001 to 2003. Before that, he held various executive
management positions at Nine West Group, Inc. from 1995 through 2000. Mr. Madore
began his career in 1987 at Deloitte & Touche LLP in audit services and worked
in the firm's mergers and acquisitions practice from 1993 until 1995. Mr. Madore
received a Bachelor of Science from the Southern Connecticut State University,
New Haven.
There are no arrangements or understandings between Mr. Madore and any other
persons pursuant to which Mr. Madore was selected as an officer of the Company,
and Mr. Madore has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K of the
Securities Act.
Mr. Madore and the Company will execute an indemnification agreement, which
provides among other matters, that the Company will indemnify Mr. Madore to the
fullest extent permitted by applicable law with respect to any action, suit,
arbitration, or any other proceeding whether civil, criminal, administrative or
investigative by reason of the fact that Mr. Madore is or was a director,
officer, employee, agent or trustee of the Company. Mr. Madore's indemnification
agreement is the same as that of other executive officers of the Company, the
form of which is attached as Exhibit 10.14 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2021, filed with the SEC on March 23,
2022, and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On February 15, 2023, the Company issued a press release announcing the
transactions described in Item 1.01 of this Current Report on Form 8-K, the full
text of which is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1* Credit Agreement, dated as of February 14, 2023, by and among F45
Training Holdings Inc., as borrower, the other loan parties party
thereto, the lenders party thereto and Alter Domus (US) LLC, as
administrative agent and as Australian security trustee.
10.2 Letter Agreement, dated as of February 14, 2023, among F45 Training
Holdings Inc. and the lender under that certain Credit Agreement,
dated as of February 14, 2023, attached hereto as Exhibit 10.1.
10.3 Third Amendment to the Amended and Restated Credit Agreement, dated
as of February 14, 2023, among F45 Training Holdings Inc., as
borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent and Australian Security Trustee.
99.1 Press Release, dated February 15, 2023.
104 Cover Page Interactive Data File.
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Company hereby undertakes to furnish supplemental copies
of any of the omitted schedules and exhibits upon request by the SEC.
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