F45 reveals plans for listing on US NASDAQ exchange

June 26, 2020

Australian-founded high-intensity interval training (HIIT) franchise F45 Training is set to list on the NASDAQ exchange in the USA after striking a deal to merge with Crescent Acquisition, a special purpose acquisition company backed by investment firm Crescent Capital.

The deal will see the two companies merge and seek a listing during the third quarter of this year.

The listing, which values the business at US$845 million, follows F45 abandoning its planned initial public offering after the Coronavirus pandemic forced it to close almost all of its 1200 studios around the world.

In a statement released jointly, the companies advised "we have entered into a definitive agreement under which CAC will acquire F45 to create a leading publicly-traded global fitness training and lifestyle brand.

"The transaction will accelerate F45’s continued global expansion, driven by its highly attractive and scalable franchise model, technology-enabled platform and optimized studio design.

"Upon closing of the transaction, which is expected in the third quarter of 2020, the combined company will retain the F45 Training Holdings Inc. name and will trade on the NASDAQ exchange."

Existing F45 shareholders are expected to be issued approximately 53.3 million shares in the combined company and paid up to US$204 million in cash consideration.

These current shareholders will hold approximately 60% of the combined company at closing. The transaction is still subject to receipt of all requisite regulatory approvals, and approvals by CEC's and F45’s stockholders.

Commenting on the deal, F45 Chief Executive, Adam Gilchrist (who recently replaced F45 founder, Rob Deutsch in the role), advised "as a public company, I am confident that we will be able to accelerate our mission, while creating value for our shareholders.

"We look forward to continuing to disrupt our industry and to inspire even more people to achieve their health and fitness goals through F45’s innovative workouts, combined with our nutrition program.”

Robert Beyer, Executive Chairman of Crescent Acquisition Corp, added “F45’s high-profit margins, exceptional franchisee economics and repeatable business model position it for continued rapid expansion.

"We are confident that F45’s strong member loyalty and consistently innovative and differentiated workouts will continue to prevail in many new and existing markets around the world.”

The combined company will continue to be led by the F45’s Gilchrist, Chief Financial Officer Chris Payne and Chief Operating Officer Heather Christie.

Since its launch in 2013, F45 has sold more than 1,900 franchises sold in more than 50 countries.

In 2019, actor Mark Wahlberg and FOD Capital, a fund managed by Michael Raymond, led a private equity investment in F45 through MWIG, a private investment vehicle.

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