F45 Training Holdings Inc.: debt financing — F45 secures $40M incremental term loans at 12% PIK; three directors resign

provide delayed draw commitments in an aggregate principal amount of up to $10,000,000

the lenders agreed, among other things, to extend to the Borrower credit in the form of incremental term loans in an original aggregate principal amount equal to $40,000,000, which the Company received on October 23, 2023

the lenders agreed to permit the incremental loans and delayed draw commitments under the Subordinated Credit Agreement, and extend the deadline under the JPM Credit Agreement with respect to delivery of the Company’s quarterly financial statements for the first and second fiscal quarters of 2023

the JPM Amendment also required that that $5,000,000 in term loans under the JPM Credit Agreement be repaid, which the Company repaid on October 23.2023

On October 20, 2023, Lisa Gavales, Steven Scheiwe, and Raphael Wallander, each a member of the Company’s Board of Directors (the “Board”), notified the Company that he/she was resigning from the Board effective as of immediately following the funding of the Incremental Loans under the Subordinated Amendment.

On October 20, 2023, Lisa Gavales, Steven Scheiwe, and Raphael Wallander, each a member of the Company’s Board of Directors (the “Board”), notified the Company that he/she was resigning from the Board effective as of immediately following the funding of the Incremental Loans under the Subordinated Amendment.

On October 20, 2023, Lisa Gavales, Steven Scheiwe, and Raphael Wallander, each a member of the Company’s Board of Directors (the “Board”), notified the Company that he/she was resigning from the Board effective as of immediately following the funding of the Incremental Loans under the Subordinated Amendment.

On October 20, 2023, F45 Training Holdings Inc. (the “Company”) as borrower, the lenders party thereto and Alter Domus (US) LLC as administrative agent, entered into a First Amendment to Subordinated Credit Agreement (the “Subordinated Amendment”) under the Subordinated Credit Agreement, dated as of February 14, 2023, by and among the Company, as borrower, the other loan parties party thereto, the lenders party thereto and Alter Domus (US) LLC, as administrative agent and as Australian security trustee (as amended by the Amendment, the “Subordinated Credit Agreement”).

In connection with the Subordinated Amendment, the Company and affiliates of Kennedy Lewis Investment Management LP also entered into a letter agreement, dated as of October 20, 2023 (the “Letter Agreement”), with respect to certain governance matters, including the board changes and set forth in

On October 20, 2023, the Company, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent and Australian security trustee, entered into a Fifth Amendment to Amended and Restated Credit Agreement (the “JPM Amendment”), under the Amended and Restated Credit Agreement dated as of August 13, 2021, by and among the Company, as borrower, the lenders party thereto and JPMorgan as administrative agent and Australian security trustee, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of December 20, 2021, as amended by that certain Second Amendment to Amended and Restated Credit Agreement dated as of May 13, 2022, as amended by that certain Third Amendment to Amended and Restated Credit Agreement dated as of February 14, 2023, and as amended by that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of June 30, 2023 (as amended by the Amendment, the “JPM Credit Agreement”).