2022-05-16 | NYSE: FXLV | Press release

F45 Training Holdings Inc. (NYSE: FXLV) (“F45” or the “Company”), the world’s fastest growing fitness franchisor according to Entrepreneur, today announced a strategic financing facility with affiliates of Fortress Credit Corp. (“Fortress””). The new facility will allow the company to immediately begin offering eligible F45 franchisees access to growth capital to support the development of new F45 studios across the United States. This facility will be funded by a debt financing commitment of $150 million with the potential to increase to $300 million over time.

“I am thrilled to announce our new strategic financing with Fortress, which will significantly accelerate the development of new F45 studios across the United States,” said Adam J. Gilchrist, President, CEO and President of F45. “Coming out of the pandemic, access to attractive growth capital has become more difficult for small and medium-sized businesses, particularly in the fitness space. By establishing a new, tailored financing solution tailored to specific needs of our franchisees, we have taken proactive steps to help our franchisees achieve their growth ambitions while creating even greater visibility in our own business.Additionally, given that the facility will be off balance sheet from the point of view of F45, we are able to maintain our very attractive business model based on capital efficiency.”

Current and potential F45 franchisees will have the opportunity to apply for loan financing under this program to develop new F45 franchises in the United States beginning in the second quarter of 2022.

Gilchrist continued, “Innovation is one of the three fundamental pillars of F45, and this unique funding structure is a great example of how we continue to drive innovation in the healthcare and wellness and larger deductibles. This facility will help streamline the process for our franchisees to raise capital and expedite the opening of new studios nationwide. As we experience unprecedented demand for F45, we remain committed to our goal of bringing the best workout in the world to all fitness enthusiasts. This innovative new partnership is an important step in achieving this goal.”

“We are delighted to partner with F45 to establish this bespoke financing facility that will allow them to provide eligible franchisees with financing for the development of new franchises in the United States. F45 is an undisputed category leader in the fitness industry and has proven its resilient franchise business model under difficult economic conditions, as evidenced by the extremely low closure rates in the US system during the COVID-19 pandemic, ” said Brian Stewart, managing director of Fortress Credit Funds.

About F45

F45 provides consumers with 45-minute functional workouts that are effective, fun, and community-driven. F45 uses proprietary technologies: a fitness programming algorithm and patented technology delivery platform that leverages a rich content database of over 8,000 unique functional training movements across modalities to deliver new workouts every day and provide a standardized experience across the company’s global footprint. .

For more information, visit www.f45training.com.

About the fortress

Fortress Investment Group LLC is a leading highly diversified global investment manager. Founded in 1998, Fortress manages $53.3 billion in assets as of December 31, 2021, on behalf of approximately 1,900 institutional clients and private investors worldwide across a range of credit and real estate strategies, private equity and permanent capital investment.

Advisors

The Raine Group served as exclusive financial advisor and King & Spalding LLP is F45’s legal advisor. Katten Muchin Rosenman LLP is legal counsel to Fortress.

Forward-looking statements

F45’s financial outlook and other statements in this press release that refer to future plans and expectations are forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve a number of risks and uncertainties. Words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates, “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negatives of these words and variations of these words and similar expressions are intended to identify such forward-looking statements. Statements that refer to or are based on estimates, forecasts, projections, uncertain events or assumptions, including statements relating to F45’s strategy, total potential market and market opportunities, financial outlook , business plans, Vive Active’s pending acquisition and benefits, future macroeconomic conditions, future impacts of the COVID-19 pandemic, and future products and services, also identify forward-looking statements. All forward-looking statements included in this press release are based on management’s expectations as of the date of this press release and, except as required by law, F45 disclaims any obligation to update such forward-looking statements to reflect future events or circumstances. .

Forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: our dependence on with respect to the operating and financial results of, and our relationships with, our franchisees and the success of their new and existing studios; our ability to protect our brand and reputation; our ability to identify, recruit and contract with a sufficient number of qualified franchisees; our ability to execute our growth strategy, including through the development of new studios by new and existing franchisees; our ability to manage our growth and the associated pressure on our resources; our ability to successfully integrate any acquisition or realize the anticipated benefits; the high level of competition in the health and fitness industry; economic, political and other risks associated with our international operations; changes in the industry in which we operate; our reliance on information systems and our&CloseCurlyQuote franchisees; ability to properly maintain the confidentiality and integrity of our data; the occurrence of cyber incidents or failure of our cyber security protocols; our and our franchisees’ ability to attract and retain members; our and our franchisees’ ability to identify and secure suitable sites for new franchise studios; risks related to franchisees in general; our ability to obtain third-party licenses to use music in addition to our workouts; certain member health and safety risks that arise in our studios; our ability to adequately protect our intellectual property; the risks associated with using social media platforms in our marketing; our ability to obtain and maintain leading strategic partnership agreements; our ability to comply with existing or future franchise laws and regulations; our ability to anticipate and meet consumer preferences and changing views about health and fitness; our business model being sensitive to litigation; increased expenses associated with being a public company; the occurrence of any event, change or other circumstance that may result in the termination of the Vive Active acquisition agreement; the inability to complete or complete the acquisition of Vive Active on a timely basis due to failure to satisfy closing conditions set forth in the acquisition agreement; the risk that the Vive Active transaction will disrupt our current and/or Vive Active plans and operations due to the announcement, expectation or completion of the transaction; the ability to successfully integrate Vive Active’s operations and employees into our operations; the ability to recognize the expected benefits of the acquisition of Vive Active; and additional factors discussed in our filings with the Securities and Exchange Commission (the “SEC””). Moreover, many of these factors are, and may continue to be, amplified by the COVID-19 pandemic. Detailed information regarding these and other factors that could affect F45’s business and results is included in F45’s filings with the SEC, including in the section titled “Risk Factors” in F45’s final prospectus. dated July 14, 2021.

Evelyn C. Tobin