F45 Training Holdings Inc. (FXLV) Receives $4 Per Share Proposal from Kennedy Lewis Management

September 30, 2022 8:54 AM EDT

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F45 Training Holdings Inc. (NYSE: FXLV) shareholder Kennedy Lewis Management LP disclosed:

On September 30, 2022, the Adviser delivered a Non-Binding Proposal (the “Proposal”) to the Board of Directors of the Issuer (the “Board”) in respect of a potential offer by one or more funds advised by the Adviser to acquire all of the outstanding shares of Common Stock of the Issuer not already beneficially owned by the Adviser or other stockholders participating in the proposed transaction, at a price per share equal to $4.00 in cash (the “Transaction”). In the Proposal, the Adviser states that it believes that as a private company the Issuer would be in a stronger position to maximize its resources and realize strategic value that enhances its operations and supports its stakeholders. The Proposal states that it is conditioned on other large stockholders of the Issuer agreeing to roll their existing equity in connection with the proposed Transaction and asks the Board to provide its consent to permit the Adviser to engage with stockholders of the Issuer that contact the Adviser, as well as certain other stockholders of the Issuer and third parties regarding the Proposal, without the Adviser becoming an interested stockholder under Section 203 of the Delaware General Corporation Law.

The Proposal states that the Transaction would be conditioned on: (i) the Board establishing a special committee of disinterested and independent members (the “Special Committee”) to review the Proposal, to solicit and evaluate any other potential proposals, to negotiate the terms of the Transaction and to approve and recommend the Proposal to the Board, and (ii) that the definitive merger agreement governing the Transaction must be approved by the holders of a majority of shares of Common Stock not beneficially owned by the Adviser (and any other stockholders that are considered interested parties with respect to the Transaction), in addition to any other stockholder vote necessary to approve the Transaction. The Adviser states in the Proposal that it has the ability to finance the all-cash Proposal, and that the definitive transaction agreement will not include a financing condition. Further, the Adviser states in the Proposal that to the extent that the Issuer requires financing in the near term (including while the Board and/or Special Committee evaluates alternatives for the Issuer), the Adviser would be interested in providing such financing on competitive and mutually agreed upon terms.

The Adviser has not proposed any specific structure for the Transaction nor has it received any feedback from the Issuer. The Proposal is non-binding in nature, constitutes a preliminary inquiry and does not obligate in any way the Adviser, the Reporting Persons or the Issuer to negotiate or enter into a definitive agreement with respect to the Proposal.

The foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal, which is filed as Exhibit 99.1, and is incorporated herein by reference.

Neither the Proposal nor this Schedule 13D is meant to be, nor should be construed as, an offer to buy or the solicitation of an offer to sell any of the Issuer’s securities.

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