BODY Beachbody Company Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 05, 2024

 

 

The Beachbody Company, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39735	85-3222090
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
400 Continental Blvd Suite 400
El Segundo, California				90245
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (310) 883-9000

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		BODI		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 1.01 Entry into a Material Definitive Agreement.

Financing Agreement Amendment

 

On April 5, 2024 (the “Closing Date”), Beachbody, LLC (the “Borrower”), a subsidiary of The Beachbody Company, Inc. (the “Company”), the lenders party thereto and Blue Torch Finance, LLC (“Blue Torch”), as collateral agent and as administrative agent, entered into that certain Amendment No. 5 to Financing Agreement (the “Fifth Amendment”), which amended the Company’s existing Financing Agreement, dated as of August 8, 2022 (as previously amended, the “Financing Agreement”), by and among the Company, the Borrower, the lenders party thereto from time to time and Blue Torch, as collateral agent and as administrative agent, which provided for a senior secured term loan facility in an original aggregate principal amount of $50.0 million (the “Credit Facility”).

 

The Fifth Amendment, among other things, amends certain terms of the Financing Agreement, including without limitation, (i) the minimum revenue financial covenant thereunder, such that the minimum revenue levels shall be (A) $100.0 million for each fiscal quarter ending after the Closing Date and on or prior to December 31, 2024 and (B) $110.0 million for each fiscal quarter ending thereafter and on or prior to December 31, 2025; and (ii) the minimum liquidity financial covenant thereunder, such that the minimum liquidity levels shall be $18.0 million at all times from and after the Closing Date through the maturity of the Credit Facility.

 

In connection with the Fifth Amendment, on the Closing Date, the Borrower made a partial prepayment of the term loans under the Credit Facility in an aggregate principal amount of $4.0 million, together with accrued interest thereon and a related prepayment premium of $120,000.

 

The foregoing summary of the Fifth Amendment is qualified in its entirety by reference to the full text of the Fifth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Warrant Amendment

 

In connection with the Fifth Amendment, the Company also amended and restated the warrants to purchase 97,482 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), originally issued to affiliates of the lenders and Blue Torch (the “Blue Torch Warrants”) (the “Warrant Second Amendment”). The Warrant Second Amendment amends the exercise price of the warrants from $20.50 per share of Class A Common Stock to $9.16 per share.

 

The foregoing summary of the Warrant Second Amendment is qualified in its entirety by reference to the full text of the form of the Second Amended and Restated Warrant to Purchase Stock, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On April 8, 2024, the Company issued a press release announcing the entry into the Fifth Amendment and the Warrant Second Amendment as described above in Item 1.01 of this Current Report on Form 8-K. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated in this Item 7.01, including the press release furnished herewith as Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

 

 

 

 

 

 

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Exhibit     No.		Description
10.1	Amendment No. 5 to Financing Agreement, dated as of April 5, 2024 by and among the Borrower, the lenders party thereto and Blue Torch, as collateral agent and as administrative agent
10.2	Form of Second Amended and Restated Warrant to Purchase Stock
99.1	Press release, dated April 8, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			The Beachbody Company, Inc.
Date:	April 8, 2024	By:	/s/ Jonathan Gelfand
			Jonathan Gelfand Executive Vice President, Business& Legal Affairs, Corporate Secretary

 

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AMENDMENT NO. 5 TO Financing AGREEMENT

This AMENDMENT NO. 5 TO FINANCING AGREEMENT (this “Agreement”) dated as of April 5, 2024 (the “Amendment No. 5 Effective Date”), is made by and among Beachbody, LLC, a Delaware limited liability company (the “Borrower”), the lenders party hereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance, LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Collateral Agent”) and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).

WHEREAS, the Borrower, the Parent, the other Guarantors and the Lenders party thereto from time to time, the Administrative Agent and the Collateral Agent are party to that certain Financing Agreement, dated as of August 8, 2022 (as amended by that certain Amendment No. 1 to Financing Agreement, dated as of October 4, 2022, that certain Amendment No. 2 to Financing Agreement, dated as of July 24, 2023, that certain Consent No. 1 and Amendment No. 3 to Financing Agreement, dated as of January 9, 2024, and that certain Consent No. 2 and Amendment No. 4 to Financing Agreement, dated as of February 29, 2024, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”).

NOW THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Definitions. Except as otherwise defined in this Agreement, terms defined in the Financing Agreement, after giving effect to this Agreement, are used herein as defined therein. This Agreement shall constitute a Loan Document for all purposes of the Financing Agreement and the other Loan Documents.

Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, effective as of the Amendment No. 5 Effective Date:

(a) Section 1.01 of the Financing Agreement is hereby amended by adding the following definitions in proper alphabetical order:

““Amendment No. 5” means that certain Amendment No. 5 to Financing Agreement, dated as of April 5, 2024, by and among the Borrower, the Collateral Agent, the Administrative Agent and the Lenders party thereto.”

““Amendment No. 5 Effective Date” means the Amendment No. 5 Effective Date, as such term is defined in Amendment No. 5.”

““Amendment No. 5 Prepayment Amount” means the Amendment No. 5 Prepayment Amount, as such term is defined in Amendment No. 5.”

““Second Amendment Prepayment Amount” means the Second Amendment Prepayment Amount, as such term is defined in the Second Amendment.”

(b) The definition of “Excess Cash Flow” contained in Section 1.01 of the Financing Agreement is hereby amended and restated in its entirety as follows:

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““Excess Cash Flow” means, with respect to any Person for any period, (a) Consolidated EBITDA of such Person and its Subsidiaries for such period, less (b) the sum of, without duplication, (i) the Second Amendment Prepayment Amount, the Amendment No. 5 Prepayment Amount and all scheduled principal payments (excluding any principal payments made pursuant to Section 2.05(b)) on the Loans made during such period, and all scheduled principal payments on Indebtedness (other than Indebtedness incurred under this Agreement) of such Person or any of its Subsidiaries during such period to the extent such other Indebtedness is permitted to be incurred, and such payments are permitted to be made, under this Agreement (but, in the case of revolving loans, only to the extent that the revolving credit commitment in respect thereof is permanently reduced by the amount of such payments), (ii) all Consolidated Net Interest Expense to the extent paid or payable in cash during such period, (iii) the cash portion of Capital Expenditures made by such Person and its Subsidiaries during such period to the extent permitted to be made under this Agreement (excluding Capital Expenditures to the extent financed through the incurrence of Indebtedness), (iv) taxes paid in cash by such Person and its Subsidiaries for such period, (v) all cash expenses, cash charges, cash losses and other cash items that were added back in the determination of Consolidated EBITDA for such period, (vi) the excess, if any, of Working Capital at the end of such period over Working Capital at the beginning of such period (or minus the excess, if any, of Working Capital at the beginning of such period over Working Capital at the end of such period), (vii) to the extent financed from Internally Generated Cash of Parent or any Subsidiary, (A) an amount equal to the cash portion of any aggregate net loss on the Disposition of property (other than accounts and Inventory) outside the ordinary course of business to the extent such amounts are added to Consolidated Net Income in the determination of Consolidated EBITDA for such period, (B) an amount equal to the aggregate net non-cash gain on Dispositions by Parent or any Subsidiary during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at Consolidated Net Income for such period and the net cash loss on Dispositions to the extent such amounts are otherwise added to arrive at Consolidated Net Income for such period, (C) the amount of Investments made in cash pursuant to clause (dd) of the definition of “Permitted Investments” during such period so long as such Investment is made in an unaffiliated third party, (D) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Parent and its Subsidiaries during such period that are made in connection with any payment, prepayment or redemption of Indebtedness to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income, (E) the amount of Restricted Payments paid in cash during such period pursuant to clauses (a), (b), (f) and (g) of the definition of Permitted Restricted Payments, in each case to the extent financed with Internally Generated Cash of Parent or any Subsidiary, and (F) the aggregate amount of expenditures in respect of obligations under derivative instruments actually paid in cash by Parent and its Subsidiaries during such period to the extent such payments are not deducted in calculating Consolidated Net Income.

Notwithstanding anything in the definition of any term used in the definition of “Excess Cash Flow” to the contrary, all components of Excess Cash Flow shall be computed for Parent and its Subsidiaries on a consolidated basis.”

(c) Section 7.03(a) of the Financing Agreement is hereby amended and restated in its entirety as follows:

“(a) Minimum Revenue. Permit Revenues of the Parent and its Subsidiaries for any fiscal quarter period of the Parent set forth below, calculated as of the last day of such fiscal quarter, to be less than the amount set forth opposite such date, as evidenced by the financial statements delivered or required to be delivered for such fiscal quarter pursuant to Section 7.01(a)(ii):

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Quarter Ending	Minimum Revenues
September 30, 2022 (for the fiscal quarter then ended)	$133,000,000
December 31, 2022 (for the two consecutive fiscal quarter period then ended)	$263,000,000
March 31, 2023 (for the three consecutive fiscal quarter period then ended)	$386,000,000
For the standalone fiscal quarter ended June 30, 2023	$100,000,000
For the standalone fiscal quarter ended September 30, 2023	$100,000,000
For the standalone fiscal quarter ended December 31, 2023	$100,000,000
For the standalone fiscal quarter ended March 31, 2024	$100,000,000
For the standalone fiscal quarter ended June 30, 2024	$100,000,000
For the standalone fiscal quarter ended September 30, 2024	$100,000,000
For the standalone fiscal quarter ended December 31, 2024	$100,000,000
For the standalone fiscal quarter ended March 31, 2025	$110,000,000
For the standalone fiscal quarter ended June 30, 2025	$110,000,000
For the standalone fiscal quarter ended September 30, 2025	$110,000,000
For the standalone fiscal quarter ended December 31, 2025	$110,000,000”

 

(d) Section 7.03(b) of the Financing Agreement is hereby amended and restated in its entirety as follows:

“(b) Liquidity. Permit Liquidity to be less than (i) at any time from the period commencing on the Effective Date through and including December 31, 2022, $10,000,000, (ii) at any time from the period commencing January 1, 2023 through the Second Amendment Effective Date, $12,500,000, (iii) at any time from the period commencing on the Second Amendment Effective Date through the Consent Effective Date, $20,000,000, (iv) at any time from the period commencing on the Consent Effective Date through the Consent No. 2 Effective Date, $19,000,000, (v) at any time from the period commencing on the Consent No. 2 Effective Date through and including March 31, 2024, $17,000,000, (vi) at any time from the period commencing April 1, 2024 through the Amendment No. 5 Effective Date, $22,000,000 and (vii) at any time from the period commencing on the Amendment No. 5 Effective Date through and including the Final Maturity Date, $18,000,000.”

Section 3. Representations and Warranties. The Borrower represents and warrants to each Agent and the Lenders that, as of the date of this Agreement, after giving effect to the terms of this Agreement:

(a) the representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant thereto on or prior to the Amendment No. 5 Effective Date are true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties are true and correct in all respects) on and as of the Amendment No. 5 Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty is true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties are true and correct in all respects) on and as of such earlier date); and

(b) no Default or Event of Default has occurred and is continuing on the Amendment No. 5 Effective Date or would result from this Agreement becoming effective in accordance with its terms.

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Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective upon satisfaction of the following conditions:

(a) Execution. The Agents (or their counsel) shall have received from the Borrower and each Lender party to the Financing Agreement constituting Required Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agents (which may include telecopy or electronic transmission (e.g., “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;

(b) PIK Amendment Fee. The Administrative Agent shall have received from the Borrower for the account of each Initial Term Loan Lender signatory hereto holding outstanding Initial Term Loans immediately prior to the Amendment No. 5 Effective Date a fee (the “PIK Amendment Fee”) in an amount equal to 2.00% of the aggregate outstanding principal amount of the Initial Term Loans held by such Initial Term Lender immediately prior to giving effect to this Agreement and the prepayment set forth in clause (c) below, which fee will be paid in-kind in the form of an increased amount of Initial Term Loan of such Initial Term Loan Lender in accordance with Section 7 hereof;

(c) Prepayment. On or prior to the Amendment No. 5 Effective Date, the Borrower shall have, pursuant to Section 2.05(b)(i) of the Financing Agreement, voluntarily prepaid to the Administrative Agent, for the ratable account of each Lender, the Initial Term Loans in an aggregate principal amount equal to $4,000,000 (the “Amendment No. 5 Prepayment Amount”), together with (A) payment in cash of all accrued interest (other than the Term Loan PIK Amount, which shall be capitalized in accordance with Section 2.04(a) of the Financing Agreement) to the date of such payment on the aggregate principal amount of Initial Term Loans so prepaid (i.e., $11,075.04) and (B) the Prepayment Premium in an amount equal to three percent (3.0%) of such aggregate principal amount of Initial Term Loans so prepaid (i.e., $120,000) (for the avoidance of doubt, the sum of the Amendment No. 5 Prepayment Amount plus the amounts set forth in clauses (A) and (B) above shall be $131,075.04); it being understood and agreed that, (i) notwithstanding anything set forth in the Financing Agreement to the contrary (including Section 2.05(b)(i) thereof), the Amendment No. 5 Prepayment Amount shall be applied to reduce the payment of Initial Term Loans required to be repaid on the Final Maturity Date pursuant to Section 2.03 of the Financing Agreement and shall not be applied to reduce the amount of any scheduled installment of principal and (ii) as of the Amendment No. 5 Effective Date, after giving effect to the Amendment No. 5 Prepayment Amount and the capitalization of the PIK Amendment Fee in accordance with Section 7 hereof, the outstanding principal amount of the Initial Term Loans is $24,844,164.59;

(d) Amendment to Warrants. Blue Torch shall have received from the Borrower duly executed amended and restated Warrants, in form and substance satisfactory to Blue Torch;

(e) Amendment No. 5 Effective Date Certificate. The Borrower shall have delivered to the Administrative Agent a certificate signed by an Authorized Officer of the Borrower certifying as to the matters specified in Sections 3(a) and (b) above; and

(f) Payment of Fees and Expenses. The Agents shall have received reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to the Financing Agreement (including the fees, disbursements and other charges of Milbank LLP, as counsel to the Administrative Agent, Collateral Agent and the Lenders), in each case to the extent invoiced to the Borrower at least one (1) Business Day prior to the Amendment No. 5 Effective Date.

Section 5. No Novation or Mutual Departure. The Borrower expressly acknowledges and agrees that there has not been, and this Agreement does not constitute or establish, a novation with

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respect to the Financing Agreement or any other Loan Document, or a mutual departure from the strict terms, provisions, and conditions thereof, other than as specified herein. Except as otherwise expressed herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of Administrative Agent, the Collateral Agent and the Lenders under the Financing Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Financing Agreement or any of the other Loan Documents. Except as set forth herein, the Financing Agreement and all other Loan Documents shall remain unchanged and in full force and effect and the Borrower hereby ratifies and confirms its obligations thereunder as of the date hereof. This Agreement shall not constitute a course of dealing between the Loan Parties, on the one hand, and the Administrative Agent, the Collateral Agent and the Lenders, on the other hand, at variance with the Financing Agreement or any other Loan Document such as to require further notice by the Administrative Agent, the Collateral Agent and the Lenders to any Loan Party to require strict compliance with the terms of the Financing Agreement and the other Loan Documents in the future, except as expressly set forth herein.

 

Section 6. Confirmation. The Borrower (a) confirms its obligations under the Loan Documents as of the date hereof, (b) confirms that its obligations under the Financing Agreement as modified and expanded hereby are entitled to the benefits of the pledges set forth in the Loan Documents, (c) confirms that its obligations under the Financing Agreement as modified and expanded hereby constitute Obligations and (d) agrees that the Financing Agreement as modified hereby is the Financing Agreement under and for all purposes of the Loan Documents. Each party, by its execution of this Agreement, hereby confirms that the Obligations shall remain in full force and effect as of the date hereof, and such Obligations shall continue to be entitled to the benefits of the grant set forth in the Collateral Documents.

Section 7. PIK Amendment Fee. Notwithstanding anything contained in the Financing Agreement to the contrary, the PIK Amendment Fee payable to each Initial Term Lender shall, on the Amendment No. 5 Effective Date, be fully earned and payable and on such date shall be capitalized and added to the aggregate principal amount of the Initial Term Loans held by such Initial Term Lender and the Administrative Agent shall update the Register to reflect such capitalization of the PIK Amendment Fee of the Initial Term Lenders.

Section 8. Release.

The Borrower, on behalf of itself and its Subsidiaries, and each of their successors, representatives and assignees (each, a “Releasing Party” and collectively, the “Releasing Parties”), does hereby fully, finally, and forever remise, release and discharge, and shall be deemed to have forever remised, released and discharged, the Agents and the Lenders, and each Agent’s and each Lender’s respective successors, assignees and past, present and future Related Parties (collectively hereinafter the “Lender Parties”), from any and all manner of action and actions, cause and causes of action, claims, defenses (other than the defense of payment), rights of setoff, charges, demands, counterclaims, suits, debts, obligations, liabilities, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any liability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, which such Releasing Party has ever had or now has against any of the Lender Parties, whether held in a personal or representative capacity, in each case, on or prior to the Amendment No. 5 Effective Date, which are based on any act, circumstance, fact, event or omission or other matter, cause or thing in any way, directly or indirectly, arising out of, connected with, in respect of

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or relating to the Financing Agreement or any other Loan Document and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing; provided that, for the avoidance of doubt, nothing in this paragraph shall release any obligations of the Lender Parties under the Loan Documents (or any other related agreements, instruments or documents) arising after the Amendment No. 5 Effective Date.

Section 9. Miscellaneous.

(a) This Agreement shall be limited as written and nothing herein shall be deemed to constitute an amendment or waiver of any other term, provision or condition of any of the Loan Documents in any other instance than as expressly set forth herein or prejudice any right or remedy that any Lender or any Agent may now have or may in the future have under any of the Loan Documents. Except as herein provided, the Financing Agreement shall remain unchanged and in full force and effect. This Agreement, the Financing Agreement, the Security Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of a counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. The provisions of Section 12.08 of the Financing Agreement are hereby incorporated herein, mutatis mutandis.

(b) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.

(c) Each of the undersigned Lenders, by its execution hereof, authorizes and directs the Administrative Agent and the Collateral Agent to execute and deliver this Agreement upon the satisfaction of the conditions precedent described above (which shall be conclusively evidenced by such Lender’s execution hereof).

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

	BORROWER:
	BEACHBODY, LLC
	By:	/s/ Marc Suidan
		Name: Marc Suidan
		Title: Chief Financial Officer

 

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		COLLATERAL AGENT AND ADMINISTRATIVE AGENT:   BLUE TORCH FINANCE, LLC
		By:	/s/ Kevin Genda
			Name: Kevin Genda
			Title: Managing Member

 

 

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	LENDERS:
	BTC HOLDINGS FUND II LLC
	By:	Blue Torch Credit Opportunities Fund II LP, its sole member
	By:	Blue Torch Credit Opportunities GP II LLC, its general partner
	By:	KPG BTC Management LLC, its sole member   /s/ Kevin Genda
		Name: Kevin Genda
		Title: Managing Member
	BTC OFFSHORE HOLDINGS FUND II-B LLC
	By:	Blue Torch Offshore Credit Opportunities Master Fund II LP, its sole member
	By:	Blue Torch Offshore Credit Opportunities GP II LLC, its general partner
	By:	KPG BTC Management LLC, its sole member   /s/ Kevin Genda
		Name: Kevin Genda
		Title: Managing Member
	BTC OFFSHORE HOLDINGS FUND II-C LLC
	By:	Blue Torch Offshore Credit Opportunities Master Fund II LP, its sole member
	By:	Blue Torch Offshore Credit Opportunities GP II LLC, its general partner
	By:	KPG BTC Management LLC, its sole member   /s/ Kevin Genda
		Name: Kevin Genda
		Title: Managing Member
	BTC HOLDINGS SBAF FUND LLC
	By:	Blue Torch Credit Opportunities SBAF Fund LP, its sole member
	By:	Blue Torch Credit Opportunities SBAF GP LLC, its general partner
	By:	KPG BTC Management LLC, its sole member   /s/ Kevin Genda
		Name: Kevin Genda
		Title: Managing Member

 

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	BTC HOLDINGS SBAF FUND-B LLC
	By:	Blue Torch Credit Opportunities SBAF Fund LP, its sole member
	By:	Blue Torch Credit Opportunities SBAF GP LLC, its general partner
	By:	KPG BTC Management LLC, its sole member   /s/ Kevin Genda
		Name: Kevin Genda
		Title: Managing Member
	BTC HOLDINGS KRS FUND LLC
	By:	Blue Torch Credit Opportunities KRS Fund LP, its sole member
	By:	Blue Torch Credit Opportunities KRS GP LLC, its general partner
	By:	KPG BTC Management LLC, its sole member   /s/ Kevin Genda
		Name: Kevin Genda
		Title: Managing Member
	BLUE TORCH CREDIT OPPORTUNITIES FUND III LP
	By:	Blue Torch Credit Opportunities GP III LLC, its general partner
	By:	KPG BTC Management LLC, its sole member   /s/ Kevin Genda
		Name: Kevin Genda
		Title: Managing Member
	BTC OFFSHORE HOLDINGS FUND III LLC
	By:	Blue Torch Offshore Credit Opportunities Master Fund III LP, its sole member
	By:	Blue Torch Offshore Credit Opportunities GP III LLC, its general partner
	By:	KPG BTC Management LLC, its managing member   /s/ Kevin Genda
		Name: Kevin Genda
		Title: Managing Member

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	BTC HOLDINGS SC FUND LLC
	By:	Blue Torch Credit Opportunities SC Master Fund LP, its sole member
	By:	Blue Torch Credit Opportunities SC GP LLC, its general partner
	By:	KPG BTC Management LLC, its sole member   /s/ Kevin Genda
		Name: Kevin Genda
		Title: Managing Member
	BTC HOLDINGS FUND III LLC
	By:	Blue Torch Credit Opportunities Fund III LP, its Sole Member
	By:	Blue Torch Credit Opportunities GP III LLC, its General Partner
	By:	KPG BTC Management LLC, its sole member   /s/ Kevin Genda
		Name: Kevin Genda
		Title: Managing Member
	BLUE TORCH CREDIT OPPORTUNITIES FUND II LP
	By:	Blue Torch Credit Opportunities GP II LLC, its general partner
	By:	KPG BTC Management LLC, its sole member   /s/ Kevin Genda
		Name: Kevin Genda
		Title: Managing Member

 

 

 

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THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.4 AND 5.5 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

SECOND AMENDED AND RESTATED WARRANT TO PURCHASE STOCK

Company: The Beachbody Company, Inc., a Delaware corporation

Number of Shares: [●], subject to adjustment as provided herein

Class: Class A Common Stock, $0.0001 par value per share

Warrant Price: $9.16 per Share, subject to adjustment as provided herein

Original Issue Date: August 8, 2022

Amended and Restated Date: July 24, 2023

Second Amended and Restated Date: April 5, 2024

Expiration Date: August 8, 2029 See also Section 5.1(c).

 

THIS SECOND AMENDED AND RESTATED WARRANT TO PURCHASE STOCK (“WARRANT”) CERTIFIES THAT, for good and valuable consideration, [●] (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase up to the number set forth above, of fully paid and non-assessable shares (subject to adjustment as provided herein, the “Shares”) of Class A Common Stock (“Class A Common Stock”) of The Beachbody Company, Inc., a Delaware corporation (the “Company”) at a purchase price per share of $9.16 (“Warrant Price”), all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant amends and restates in its entirety that certain Amended and Restated Warrant to Purchase Stock, dated as of the Amended and Restated Date (the “Existing Warrant”) and is effective as of the Original Issue Date. Upon the effectiveness of this Warrant, the Existing Warrant shall be of no further force or effect.

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X = Y(A-B)/A

where:

X = the number of Vested Shares to be issued to the Holder;

Y = the number of Vested Shares with respect to which this Warrant is being exercised (inclusive of the Vested Shares surrendered to the Company in payment of the aggregate Warrant Price);

A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and

B = the Warrant Price.

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X=A-B×CA

where:

X = the number of shares of Class A Common Stock issuable upon exercise pursuant to this Section 1.6(b).

A = the amount of Sale Consideration payable per share of Class A Common Stock of the Acquisition, (i) with such amount expressed in U.S. dollars and, if applicable, rounded to the nearest whole cent, and (ii) with any non-cash portion of such Sale Consideration valued at the value attributed thereto in the Acquisition.

B = the lesser of (i) the Warrant Price and (ii) the Black-Scholes Adjusted Warrant Price.

C = the number of shares of Class A Common Stock as to which this Warrant is exercisable after giving effect to Section 5.1(a)(2) (prior to payment of the Warrant Price).

In connection with such Cashless Exercise, Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as of the date thereof and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon exercise. In the event of a Cash/Public Acquisition where the fair market value of one Share as determined in accordance with the Section 1.3 above would be less than the Warrant Price in effect immediately prior to such Cash/Public Acquisition, then this Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition.

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then, in connection with each such event, the Company shall give Holder:

The Holder represents and warrants to the Company as follows:

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THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN SECOND AMENDED AND RESTATED WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO BLUE TORCH CREDIT OPPORTUNITIES FUND II LP DATED APRIL 5, 2024, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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[●]

150 East 58th Street, 18th Floor
New York, NY 10155

Attention: Sibyl Kavak

Email: skavak@bluetorchcapital.com

 

with a copy to:

 

Milbank LLP

2029 Century Park East, Suite 3300

Los Angeles, CA 90067

Attention: Jason Anderson; Al Pisa

Email: jtanderson@milbank.com; apisa@milbank.com

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

The Beachbody Company, Inc.
400 Continental Boulevard, Suite 400
El Segundo, CA 90245
Attention: Marc Suidan, Chief Financial Officer
Email: msuidan@beachbody.com  

with a copy to:

 

Latham & Watkins LLP

10250 Constellation Blvd., Suite 1100

Los Angeles, CA 90067

Attention: Steven B. Stokdyk

Email: steven.stokdyk@lw.com

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[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

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IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Second Amended and Restated Date written above.

THE BEACHBODY COMPANY, INC.

By:

Name:

Title:

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[●]

 

 

 

By: ___________________________________

 

Name:

Title:

 

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APPENDIX 1

NOTICE OF EXERCISE

[ ] Check in the amount of $___________ payable to order of the Company enclosed herewith

[ ] Wire transfer of immediately available funds to the Company’s account

[ ] Cashless exercise pursuant to Section 1.2 of the Warrant

[ ] Other [Describe] __________________________________________

Holder’s Name

(Address)

HOLDER:

[_________________________]

By:

Name:

Title:

Date:

 

 

 

 

 

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The Beachbody Company (NYSE: BODI) Announces Amendments to its Term Loan

 

EL SEGUNDO, Calif.--(BUSINESS WIRE)-- The Beachbody Company, Inc. (NYSE: BODi) (“BODi” or the “Company”), a leading health and fitness company, today announced that it has amended certain financial covenants (and other terms) of its original $50 million term loan with Blue Torch Capital. The loan balance as of this date has been reduced to $25.5 million.

 

“To more effectively synchronize our loan agreement with our profitability and free cash flow targets, we concluded that it was more strategically aligned with our priorities to adjust the conditions of our revenue covenant with Blue Torch Capital. The modified terms decrease the quarterly revenue floor to $100 million per quarter until December 31, 2024, and then to $110 million per quarter for the subsequent periods. These revisions are possible because of our ability to generate positive free cash flow at a much lower revenue threshold," said Carl Daikeler, BODi's Co-Founder and CEO.

 

As part of the amendment, BODi is paying down $4 million in debt, reducing the outstanding balance to $25.5 million. The minimum liquidity covenant will be reduced by the same amount, from $22 million to $18 million.

 

“The cornerstone of our turnaround initiative is our updated business strategy, which focuses on expanding sales channels of our rich fitness content and nutritional supplements to optimize profitability and cash generation from our asset base. We have successfully reduced our revenue breakeven from over $900 million in 2022 to less than $500 million in 2024 through a comprehensive rearchitecting of the business. The Blue Torch team has been exceptional in acknowledging the progress we have made in executing our turnaround plan, demonstrating their support of our overall strategy by collaborating with us to modify the terms of our agreement," said Mark Goldston, BODi’s Executive Chairman.

 

 

About BODi and The Beachbody Company, Inc.

Originally known as Beachbody, BODi has been innovating structured step-by-step home fitness and nutrition programs for 25 years such as P90X, Insanity, and 21-Day Fix, plus the first premium superfood nutrition supplement, Shakeology. Since its inception in 1999 BODi has helped over 30 million customers pursue extraordinary life-changing results. The BODi community represents millions of people helping each other stay accountable to goals of healthy weight loss, improved strength and energy, and resilient mental and physical well-being. For more information, please visit TheBeachbodyCompany.com.

 

Ticker Symbol Changed to BODi

On March 4, 2024, the Company transitioned its stock ticker from "BODY" to "BODi" on the NYSE, in line with its rebrand from Beachbody to BODi. There were no changes made to the CUSIP or the stock's listing status on the NYSE.

 

Forward-Looking Statements

This press release of The Beachbody Company, Inc. (“we,” “us,” “our,” and similar terms) contains "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 are statements other than statements of historical facts and statements in future tense. These statements include but are not limited to, statements regarding our future performance and our market opportunity, including expected financial results, our business strategy, our plans, and our objectives and future operations.

 

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Forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date hereof, and are subject to risks and uncertainties. Accordingly, actual results could differ materially due to a variety of factors, including: our ability to effectively compete in the fitness and nutrition industries; our ability to successfully drive growth in our existing operations; our ability to successfully acquire and integrate new operations; our reliance on a few key products; our ability to manage costs with our existing and future operations; market conditions and global and economic factors beyond our control; intense competition and competitive pressures from other companies worldwide in the industries in which we operate; litigation; and the ability to adequately protect our intellectual property rights. You can identify these statements by the use of terminology such as "believe", “plan”, "expect", "will", "should," "could", "estimate", "anticipate," “becoming” or similar forward-looking terms. You should not rely on these forward-looking statements as they involve risks and uncertainties that may cause actual results to vary materially from the forward-looking statements. For more information regarding the risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements, as well as risks relating to our business in general, we refer you to the "Risk Factors" section of our Securities and Exchange Commission (“SEC”) filings, including those risks and uncertainties included in our Annual Report on Form 10-K filed with the SEC on March 11, 2024 and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are available on the Investor Relations page of our website at https://investors.thebeachbodycompany.com and on the SEC website at www.sec.gov.

 

All forward-looking statements contained herein are based on information available to us as of the date hereof and you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this press release or to conform these statements to actual results or revised expectations, except as required by law. Undue reliance should not be placed on forward-looking statements.

 

Investor Relations
IR@BODi.com 

 

 

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v3.24.1.u1

Document And Entity Information	Apr. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 05, 2024
Entity Registrant Name	Beachbody Company, Inc.
Entity Central Index Key	0001826889
Entity Emerging Growth Company	false
Entity File Number	001-39735
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3222090
Entity Address, Address Line One	400 Continental Blvd
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	El Segundo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90245
City Area Code	(310)
Local Phone Number	883-9000
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	BODI
Security Exchange Name	NYSE

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