F45 Training Holdings Inc. entered into a definitive agreement to acquire Crescent Acquisition Corp. (NasdaqCM:CRSA) for approximately $860 million in a reverse merger transaction on June 24, 2020. Existing F45 shareholders are expected to be issued approximately 52.7 million shares in the combined company and paid up to approximately $200 million in cash consideration, assuming no public shareholders of Crescent Acquisition's exercise their redemption rights. In addition to the consideration to be paid at the closing of the business combination, the stockholders of F45 will be entitled to receive additional earn- out payments from Crescent Acquisition Corp. of up to an aggregate of 5 million shares of Class B common stock of Crescent plus 5 million shares of Class C common stock of Crescent, such Class B Stock and Class C Stock to become convertible into Class A stock if the price of Class A common stock trading on the Nasdaq Capital Market exceeds certain thresholds during the five- year period following the closing of the business combination. The merger consideration payable to the stockholders of F45 is also subject to adjustment based on F45's cash and indebtedness as of the closing date, among other adjustments contemplated by the merger agreement. The transaction has an enterprise value of approximately $850 million. Current F45 shareholders will hold approximately 60% of the combined company at closing, assuming no redemptions by the public shareholders of Crescent Acquisition Corp. Upon completion, Crescent Acquisition's public stockholders will retain an ownership interest of approximately 28.5% in the post-business combination. The combined company will retain the F45 Training Holdings Inc. name and will trade on the NASDAQ exchange.

The combined company will continue to be led by Chief Executive Officer Adam Gilchrist, along with Chief Financial Officer Chris Payne, Chief Operating Officer Heather Christie and its deep and talented management team. Its board of directors will include the current members of the F45 board and Crescent Acquisition Corp's sponsor will name two individuals to serve as directors. In 2019, Mark Wahlberg and FOD Capital LLC, a family office fund managed by Michael Raymond, led a private equity investment in F45 through MWIG LLC, a private investment vehicle. The MWIG group has been instrumental in accelerating F45's growth and will retain its board representation after the close of this transaction.

Closing of the transaction is subject to receipt of all requisite regulatory approvals, approvals by Crescent Acquisition Corp's and F45's stockholders, and other customary conditions. The transaction is also subject to Australian Foreign Investment Review Board as well as expiration or termination of the waiting period under the Hart- Scott- Rodino Antitrust Improvements Act. In addition, each of the Crescent's and F45's obligation to consummate the business combination is subject to Crescent's total cash proceeds, which include, among other things, the cash available to Crescent from its trust account and the proceeds from the forward purchase agreement equaling or exceeding approximately $230 million. The shares of Crescent Class A stock to be issued in connection with the closing shall be conditionally approved for listing upon the closing. The transaction was unanimously approved by the Board of directors of Crescent Acquisition. The transaction is expected to complete in third quarter of 2020.

Credit Suisse acted as financial and capital markets advisor, BofA Securities acted as financial and capital markets advisor and Gregg Noel, Christopher Bors, Victor Hollender and Michael J. Mies of Skadden, Arps, Slate, Meagher & Flom LLP acted legal advisors to Crescent. Goldman Sachs & Co. LLC and J.P. Morgan acted as financial advisors, and Peter W. Wardle and Daniela L. Stolman of Gibson Dunn & Crutcher LLP acted as legal advisors to F45. Continental Stock Transfer & Trust Company, Inc. acted as transfer agent to Crescent Acquisition. Morrow & Co., LLC acted as information agent to Crescent Acquisition. Crescent Acquisition will pay $25,000 as fee to Morrow.