--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-262276" form_type: "8-K" ticker: null cik: "0001788717" company_name: "F45 Training Holdings Inc." filed_at: "2023-10-25T23:59:59+00:00" generated_at: "2026-06-09T11:19:30.778122+00:00" event_type: "debt" sentiment: "negative" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # F45 secures $40M incremental term loans at 12% PIK; three directors resign ## Summary - Received $40M incremental term loans and $10M delayed draw facility at 12% PIK interest, maturing Aug 2028. - Q1 and Q2 2023 financial statement delivery deadline extended to Nov 8, 2023 under both credit agreements. - Repaid $5M term loans under JPMorgan credit agreement; minimum liquidity covenant set at $10M (floor $7.5M). - Directors Lisa Gavales, Steven Scheiwe, and Raphael Wallander resigned effective after funding of incremental loans. - Kennedy Lewis letter agreement governs board changes and timeline to hire CFO. ## SEC filing metadata - accession: 0001193125-23-262276 - form_type: 8-K - cik: 0001788717 - company_name: F45 Training Holdings Inc. - filed_at: 2023-10-25T23:59:59+00:00 - event_type: debt - sentiment: negative - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 5.02, 2.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1788717/000119312523262276/0001193125-23-262276-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1788717/000119312523262276/d510107d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-262276 - JSON: https://secwatch.observer/filing/0001193125-23-262276.json - Plain text: https://secwatch.observer/filing/0001193125-23-262276.txt ## Key facts - Debt Financings F45 Training Holdings Inc. incurred revolving credit of up to $10,000,000 with Alter Domus (US) LLC at 12.00% per annum, payable in kind maturing August 13, 2028. - Instrument: revolving credit - Principal: up to $10,000,000 - Counterparty: Alter Domus (US) LLC - Rate: 12.00% per annum, payable in kind - Maturity: August 13, 2028 - Event: incurrence source text: provide delayed draw commitments in an aggregate principal amount of up to $10,000,000 evidence_url: https://www.sec.gov/Archives/edgar/data/1788717/000119312523262276/0001193125-23-262276-index.htm - Debt Financings F45 Training Holdings Inc. incurred term loan of $40,000,000 with Alter Domus (US) LLC at 12.00% per annum, payable in kind maturing August 13, 2028. - Instrument: term loan - Principal: $40,000,000 - Counterparty: Alter Domus (US) LLC - Rate: 12.00% per annum, payable in kind - Maturity: August 13, 2028 - Event: incurrence source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1788717/000119312523262276/0001193125-23-262276-index.htm - Debt Financings F45 Training Holdings Inc. amended credit facility with JPMorgan Chase Bank, N.A.. - Instrument: credit facility - Counterparty: JPMorgan Chase Bank, N.A. - Event: amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1788717/000119312523262276/0001193125-23-262276-index.htm - Debt Financings F45 Training Holdings Inc. amended credit facility of $5,000,000 with JPMorgan Chase Bank, N.A.. - Instrument: credit facility - Principal: $5,000,000 - Counterparty: JPMorgan Chase Bank, N.A. - Event: amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1788717/000119312523262276/0001193125-23-262276-index.htm - Executive change Lisa Gavales resigned as Director at F45 Training Holdings Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1788717/000119312523262276/0001193125-23-262276-index.htm - Executive change Steven Scheiwe resigned as Director at F45 Training Holdings Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1788717/000119312523262276/0001193125-23-262276-index.htm - Executive change Raphael Wallander resigned as Director at F45 Training Holdings Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1788717/000119312523262276/0001193125-23-262276-index.htm - Material Agreements F45 Training Holdings Inc. amended First Amendment to Subordinated Credit Agreement with Alter Domus (US) LLC valued at incremental term loans of $40,000,000 and delayed draw commitments of up to $10,000,000 (effective 2023-10-20). - Action: amendment - Agreement: credit facility - Counterparty: Alter Domus (US) LLC - Value: incremental term loans of $40,000,000 and delayed draw commitments of up to $10,000,000 - Effective: 2023-10-20 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1788717/000119312523262276/0001193125-23-262276-index.htm - Material Agreements F45 Training Holdings Inc. entered into Letter Agreement with Kennedy Lewis affiliates with affiliates of Kennedy Lewis Investment Management LP valued at governance matters including board changes (effective 2023-10-20). - Action: entry - Counterparty: affiliates of Kennedy Lewis Investment Management LP - Value: governance matters including board changes - Effective: 2023-10-20 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1788717/000119312523262276/0001193125-23-262276-index.htm - Material Agreements F45 Training Holdings Inc. amended Fifth Amendment to Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. valued at permitted incremental loans and delayed draw commitments, extended financial statement deadline, ame (effective 2023-10-20). - Action: amendment - Agreement: credit facility - Counterparty: JPMorgan Chase Bank, N.A. - Value: permitted incremental loans and delayed draw commitments, extended financial statement deadline, ame - Effective: 2023-10-20 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1788717/000119312523262276/0001193125-23-262276-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.