F45 reveals plans to list on NASDAQ – valued at US$845m
– Robert Beyer
Australian HIIT chain F45 is set to list on the US-based NASDAQ stock exchange, after securing a deal with Crescent Acquisition Corporation (CAC), a special purpose acquisition company.
The deal will see the two companies merge and seek a listing during the third quarter of this year (2020). The combined company will be valued at around US$845m (AU$1.23bn).
F45 had been mulling over an initial public offering for a while but was forced to abandon its plans due to the coronavirus pandemic.
CAC was formed by Crescent Capital Group for the purpose of the merger and listing.
In a statement released jointly, the companies said: "We have entered into a definitive agreement under which CAC will acquire F45 to create a leading publicly-traded global fitness training and lifestyle brand.
"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."
Existing F45 shareholders are expected to be issued approximately 53.3 million shares in the combined company and paid up to US$204m in cash consideration.
Current F45 shareholders will hold approximately 60 per cent of the combined company at closing. The transaction is still subject to receipt of all requisite regulatory approvals, and approvals by CEC's and F45’s stockholders.
Commenting on the deal, F45 CEO Adam Gilchrist said: "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 programme.”
Robert Beyer, executive chairman of Crescent Acquisition Corp, added: “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.”
The combined company will continue to be led by the F45 top team led by CEO Adam Gilchrist, chief financial officer Chris Payne and chief operating officer Heather Christie.
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, actor Mark Wahlberg and FOD Capital, a fund managed by Michael Raymond, led a private equity investment in F45 through MWIG, a private investment vehicle.
Since its launch in 2013, F45 has rapidly scaled its global footprint to more than 1,900 franchises sold in more than 50 countries. It currently has more than 1,200 studios open in 40 countries, including the US Australia, Canada and the UK.
F45 founder, Rob Deutsch, recently announced that he would be stepping down from the business and his role as CEO.
F45 NASDAQ Crescent Capital Group Crescent Acquisition Corporation Rob Deutsch Adam Gilchrist Mark Wahlberg FOD CapitalF45 continues UK expansion amid stock market listing rumours
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