Xponential Fitness, Inc. Announces Pricing of Secondary Offering of Class A Common Stock by Selling Stockholders
April 06 2022 - 9:30PM
Business Wire
Xponential Fitness, Inc. (NYSE: XPOF) (the “Company” or
“Xponential Fitness”), the largest global franchisor of boutique
fitness brands, today announced the pricing of an underwritten
public offering of 4,500,000 shares of the Company’s Class A common
stock (the “Offering”) by certain of the Company’s existing
stockholders, affiliates of Snapdragon Capital Partners (the
“Selling Stockholders”), at a public offering price of $20.00 per
share. In addition, the Selling Stockholders have granted the
underwriters a 30-day option to purchase up to an additional
675,000 shares of the Company’s Class A common stock to be sold by
the Selling Stockholders at the public offering price, less the
underwriting discount. The offering is expected to close on April
11, 2022, subject to customary closing conditions. The Company will
not receive any proceeds from the sale of the shares being offered
by the Selling Stockholders.
BofA Securities and Jefferies are acting as the joint
book-running managers and underwriters for the proposed Offering
and Morgan Stanley is also acting as a joint book-running manager.
Guggenheim Securities, Piper Sandler, Baird and Raymond James are
acting as bookrunners for the proposed Offering. Roth Capital
Partners and R. Seelaus & Co., LLC are acting as co-managers
for the proposed Offering.
The Offering is being made only by means of a prospectus. Copies
of the prospectus, when available, may be obtained from: BofA
Securities, Attn: Prospectus Department, NC1-004-03-43, 200 North
College Street, 3rd Floor, Charlotte, NC 28255, email:
dg.prospectus_requests@bofa.com; or Jefferies LLC, Attn: Equity
Syndicate Prospectus Department, 520 Madison Avenue, New York, NY
10022, telephone: (877) 821-7388, email:
Prospectus_Department@Jefferies.com.
A registration statement relating to these securities has been
filed with the U.S. Securities and Exchange Commission and has been
declared effective. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Xponential Fitness, Inc.
Xponential Fitness, Inc. (NYSE: XPOF) is the largest global
franchisor of boutique fitness brands. Through its mission to make
boutique fitness accessible to everyone, the Company operates a
diversified platform of ten brands spanning across verticals
including Pilates, indoor cycling, barre, stretching, rowing,
dancing, boxing, running, functional training and yoga. In
partnership with its franchisees, Xponential Fitness offers
energetic, accessible, and personalized workout experiences led by
highly qualified instructors in studio locations across 48 U.S.
states and Canada, and through master franchise or international
expansion agreements in 10 additional countries. Xponential
Fitness' portfolio of brands includes Club Pilates, the largest
Pilates brand in the United States; CycleBar, the largest indoor
cycling brand in the United States; StretchLab, a concept offering
one-on-one and group stretching services; Row House, the largest
franchised indoor rowing brand in the United States; AKT, a
dance-based cardio workout combining toning, interval and circuit
training; YogaSix, the largest franchised yoga brand in the United
States; Pure Barre, a total body workout that uses the ballet barre
to perform small isometric movements, and the largest Barre brand
in the United States; STRIDE, a treadmill-based cardio and strength
training concept; Rumble, a boxing-inspired full-body workout; and
BFT, a functional training and strength-based program.
Forward-Looking Statements
This press release includes statements that may constitute
“forward-looking” statements, usually containing the words
“believe,” “estimate,” “project,” “expect” or similar expressions.
These forward-looking statements include, without limitation,
references to the completion, timing and size of the public
offering. Forward-looking statements inherently involve risks and
uncertainties that could cause actual results to differ materially
from the forward-looking statements. Factors that would cause or
contribute to such differences include, but are not limited to,
risks and uncertainties related to the satisfaction of customary
closing conditions related to the public offering. Applicable risks
also include those identified under the heading “Risk Factors” in
our Annual Report on Form 10-K for the year ended December 31, 2021
or under the heading “Risk Factors” included in the preliminary
prospectus and in any subsequent filings with the SEC. Additional
information will be made available by our annual and quarterly
reports and other filings that we make from time to time with the
SEC. These forward-looking statements speak only as of the date of
this press release. Factors or events that could cause our actual
results to differ may emerge from time to time, and it is not
possible for us to predict all of them. We undertake no obligation
to update any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as may be
required by applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20220406006019/en/
Kimberly Esterkin Addo Investor Relations
investor@xponential.com (310) 829-5400
Xponential Fitness (NYSE:XPOF)
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