Transaction will build upon F45’s rapid and
profitable growth in over 50 countries to date
F45 Training CEO Adam Gilchrist to Continue
Leading the Combined Company
Joint Investor Conference Call scheduled for
Wednesday, June 24, 2020 at 10:00 a.m. ET
F45 Training Holdings Inc. (“F45”), one of the fastest-growing
fitness franchisors in the world with more than 1,900 franchises
sold in over 50 countries, and Crescent Acquisition Corp (NASDAQ:
CRSA, CRSAU, CRSAW), a publicly-traded special purpose acquisition
company, announced today that the companies have entered into a
definitive agreement under which Crescent Acquisition Corp will
acquire F45 to create a leading publicly-traded global fitness
training and lifestyle brand.
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the full release here:
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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.
“F45’s mission is to improve people’s lives and well-being, and
the company was founded to make unique, effective and high-quality
training accessible to everyone, while empowering franchisees to
run successful businesses,” said F45 CEO Adam Gilchrist. “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.”
Commenting on the announcement, Robert Beyer, Executive
Chairman, and Todd Purdy, CEO, both of Crescent Acquisition Corp,
said jointly, “We are looking forward to deepening our relationship
with Adam and the entire F45 team as they continue to build what is
undoubtedly one of the most exciting growth stories in health and
fitness. 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.”
Mark Attanasio and Jean-Marc Chapus, Co-Managing Partners of
Crescent Capital Group LP, said jointly, “Our goal in forming this
acquisition vehicle was to leverage Crescent Capital Group’s
30-year track record as a leading alternative investment platform
and extensive deal-sourcing network to identify and acquire a
business that would benefit from and perform well in the public
markets. We are convinced that Adam and his team have created such
an opportunity and believe we can help F45 expand its impressive
growth and performance as a public company.”
The combined company will continue to be led by CEO 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.
F45 Company Highlights and Business Model
Through its franchise model that provides compelling economics
to the company and its franchisees, F45 is focused on creating a
leading global fitness training and lifestyle brand that offers
consumers functional, 45-minute workouts that are continuously
evolving, effective, fun and community-driven. F45 delivers its
interval and circuit training workouts through its
digitally-connected global network of studios and has built a
differentiated, technology-enabled platform that allows for the
creation and distribution of the workouts to its global franchise
base. Its growing library of more than 2,900 unique functional
training movements allows varied workout programs to keep consumers
engaged with fresh content, the ability to stay at the forefront of
consumer trends and drive maximum individual results while helping
members achieve their fitness goals.
F45 operates a nearly 100% franchise model that offers its
franchisees compelling studio-level economics with low initial
investment and relatively low operating expenses, which in turn
have proven to generate strong studio-level profitability and
robust returns on franchisee’s initial investments. In just seven
years, F45 has rapidly scaled its global footprint to more than
1,900 franchises sold in over 50 countries and more than 1,200
studios open in 40 countries as of March 31, 2020, including the
United States, Australia, Canada and the United Kingdom.
Transaction Summary
Crescent Acquisition Corp has entered into a definitive
agreement to acquire F45 with a combination of stock and cash
consideration. The combined company is anticipated to have an
enterprise value of $845 million and be capitalized by cash from
Crescent Acquisition Corp’s trust totaling over $250 million,
assuming no public shareholders of Crescent Acquisition Corp
exercise their redemption rights, along with an incremental $50
million committed by Crescent Capital Group LP pursuant to a
forward purchase agreement to acquire 5 million units of Crescent
Acquisition Corp. Existing F45 shareholders are expected to be
issued approximately 53.3 million shares in the combined company
and paid up to $204 million in cash consideration, assuming no
public shareholders of Crescent Acquisition Corp exercise their
redemption rights. Current F45 shareholders will hold approximately
60% of the combined company at closing, assuming no redemptions by
the public shareholders of Crescent Acquisition Corp. 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.
This description of the transaction is only a summary and is
qualified in its entirety by reference to the definitive
transaction documents, copies of which will be filed by Crescent
Acquisition Corp as an exhibit to a Current Report on Form 8-K and
which can be obtained, without charge, at the U.S. Securities and
Exchange Commission’s (“SEC”) internet site (www.sec.gov). For
additional information on the terms of the transaction, investors
are directed to review the Current Report on Form 8-K.
Credit Suisse is serving as financial and capital markets
advisor, BofA Securities is serving as capital markets advisor and
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
advisor to Crescent. Goldman Sachs & Co. LLC and J.P. Morgan
are serving as financial advisors and Gibson Dunn & Crutcher
LLP is serving as legal advisor to F45.
Investor Conference Call Information
Crescent Acquisition Corp and F45 will host a joint investor
conference call to discuss the proposed transaction today,
Wednesday, June 24, 2020 at 10:00 am ET.
To listen to the prepared remarks via telephone dial (877)
407-4018 (U.S.) or (201) 689-8471 (international callers/U.S. toll)
and enter the conference ID number 13705931. To listen to the
webcast, go to the ‘Investor Relations’ section at
www.crescentspac.com. A telephone replay will be available until
Wednesday, July 8, 2020. To access the replay, dial (844) 512-2921
(U.S.) or (412) 317-6671 (International callers/U.S. toll) and
enter the conference ID number 13705931.
Presentation slides accompanying the prepared remarks will be
made available within the ‘Investor Relations’ section at
www.crescentspac.com and filed by
Crescent Acquisition Corp as an exhibit to a Current Report on Form
8-K and available at the SEC’s internet site at www.sec.gov.
About Crescent Acquisition Corp
Crescent Acquisition Corp is a special purpose acquisition
company formed by Crescent Capital Group LP, Robert Beyer and Todd
Purdy for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses or
assets.
About F45 Training
Founded in 2013, F45 is a unique team training workout unlike
any other. The workout merges three separate leading-edge fitness
training styles – high-intensity interval training (HIIT), circuit
training, and functional training – into one, consummate and
compelling group training experience for its members. This fusion
has led to the development of unique 45-minute workout experiences,
with new workouts consistently under development by the F45
Athletics Department.
F45 Training's daily workouts vary the amount of exercise
stations, the work time/rest time ratio, and the number of
repetitions through a daily exercise circuit. This provides a
challenging—and ever-changing—workout for its clientele. This
combination of interval, cardiovascular, and strength training has
been proven to be the most effective workout method for burning fat
and building lean muscle, according to leading exercise physiology
studies.
F45 was recently ranked on Entrepreneur's Franchise 500 as well
as Entrepreneur's Fastest-Growing Franchises of 2019.
About Crescent Capital Group LP
Crescent Capital Group LP, founded in 1991, is a global
investment manager with approximately $28 billion of assets under
management as of March 31, 2020. Crescent Capital Group is
headquartered in Los Angeles with offices in New York, Boston, and
London. For more information about Crescent Capital, visit
www.crescentcap.com.
Additional Information about the Proposed Transaction and
Where to Find It
This communication relates to a proposed acquisition of F45 by
Crescent Acquisition Corp (the “Proposed Transaction”) and may be
deemed to be solicitation material in respect of the Proposed
Transaction. The Proposed Transaction will be submitted to the
stockholders of Crescent Acquisition Corp and F45 for their
approval. In connection with the Crescent Acquisition Corp
stockholder vote on the Proposed Transaction, Crescent Acquisition
Corp will file a proxy statement on Schedule 14A with the SEC. This
communication is not a substitute for the proxy statement that
Crescent Acquisition Corp will file with the SEC or any other
documents that Crescent Acquisition Corp may file with the SEC or
send to its stockholders in connection with the Proposed
Transaction. When completed, Crescent Acquisition Corp will mail a
definitive proxy statement to its stockholders in connection with
Crescent Acquisition Corp’s solicitation of proxies for the special
meeting of Crescent Acquisition Corp stockholders to be held to
approve the Proposed Transaction. This presentation does not
contain all the information that should be considered concerning
the Proposed Transaction, including relevant risk factors that may
be included in the proxy statement. It is not intended to provide
the basis for any investment decision or any other decision in
respect to the Proposed Transaction. Crescent Acquisition Corp
stockholders and other interested persons are urged to read, when
available, Crescent Acquisition Corp’s preliminary proxy statement,
the definitive proxy statement and any other relevant documents
that are filed or furnished or will be filed or will be furnished
with the SEC, as well as any amendments or supplements to these
documents, carefully and in their entirety before making any voting
or investment decision with respect to the Proposed Transaction, as
these materials will contain important information about the
Proposed Transaction, related matters and the parties to the
Proposed Transaction. A copy of the definitive proxy statement will
be sent when available to all stockholders of record of Crescent
Acquisition Corp seeking the required stockholder approvals.
Investors and stockholders can obtain free copies of the
preliminary proxy statement once it is available and other
documents filed with the SEC by Crescent Acquisition Corp through
the web site maintained by the SEC at www.sec.gov. In addition,
investors and stockholders can obtain free copies of the
preliminary proxy statement once it is available from Crescent
Acquisition Corp by accessing Crescent Acquisition Corp’s website
at www.crescentspac.com.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of
1995. Forward-looking statements may relate to the Proposed
Transaction and any other statements relating to future results,
strategy and plans of Crescent Acquisition Corp and F45 (including
certain projections and business trends, and statements which may
be identified by the use of the words “plans”, “expects” or “does
not expect”, “estimated”, “is expected”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates” or “does not
anticipate”, or “believes”, or variations of such words and phrases
or state that certain actions, events or results “may”, “could”,
“would”, “might”, “projects”, “will” or “will be taken”, “occur” or
“be achieved”). Forward-looking statements are based on the
opinions and estimates of management of Crescent Acquisition Corp
or F45, as the case may be, as of the date such statements are
made, and they are subject to known and unknown risks,
uncertainties, assumptions and other factors that may cause the
actual results, level of activity, performance or achievements to
be materially different from those expressed or implied by such
forward-looking statements. For F45, these risks and uncertainties
include, but are not limited to, its revenues and operating
performance, general economic conditions, industry trends,
legislation or regulatory requirements affecting the business in
which it is engaged, management of growth, its business strategy
and plans, the result of future financing efforts and its
dependence on key personnel. For Crescent Acquisition Corp, factors
include, but are not limited to, the occurrence of any event,
change or other circumstances that could give rise to the delay or
failure to close the Proposed Transaction, the amount of
redemptions, the ability to retain key personnel and the ability to
achieve stockholder and regulatory approvals and developments in
the global economy as well as the public health crisis related to
the coronavirus (COVID-19) pandemic and resulting significant
negative effects to the global economy, disrupted global supply
chains and significant volatility and disruption of financial
markets, increased operating costs, decreased ability to operate
gyms and the impact of government shutdowns. Additional information
on these and other factors that may cause actual results and
Crescent Acquisition Corp’s performance to differ materially is
included in Crescent Acquisition Corp’s periodic reports filed with
the SEC, including but not limited to Crescent Acquisition Corp’s
annual report on Form 10-K for the year ended December 31, 2019 and
subsequent quarterly reports on Form 10-Q. Copies of the Crescent
Acquisition Corp’s filings with the SEC are available publicly on
the SEC’s website at www.sec.gov or may be obtained by contacting
Crescent Acquisition Corp. Readers are cautioned not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. These forward-looking statements are made only as
of the date hereof, and Crescent Acquisition Corp undertakes no
obligations to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
No Offer or Solicitation
This communication is for informational purposes only and is
neither an offer to sell or purchase, nor the solicitation of an
offer to buy or sell any securities, nor is it a solicitation of
any vote, consent, or approval in any jurisdiction pursuant to or
in connection with the Proposed Transaction or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.
Participants in Solicitation
Crescent Acquisition Corp and F45, and their respective
directors and executive officers, may be deemed participants in the
solicitation of proxies of Crescent Acquisition Corp stockholders
in respect of the Proposed Transaction. Information about the
directors and executive officers of Crescent Acquisition Corp is
set forth in Crescent Acquisition Corp’s Form 10-K for the year
ended December 31, 2019. Information about the directors and
executive officers of F45 and more detailed information regarding
the identity of all potential participants, and their direct and
indirect interests, by security holdings or otherwise, will be set
forth in Crescent Acquisition Corp’s proxy statement, when
available. Investors may obtain additional information about the
interests of such participants by reading such proxy statement when
it becomes available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200624005502/en/
Investor Contact: Lasse Glassen Addo Investor Relations
lglassen@addoir.com 424-238-6249
Media Contacts: For F45: Leah Polito / Chloe Clifford
Sard Verbinnen & Co F45-SVC@sardverb.com
For Crescent Acquisition Corp: Bill Mendel Mendel Communications
Bill@mendelcommunications.com
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