F45 Training Reveals More about IPO in Revised Filing

In a revised S-1 form filed with the Securities and Exchange Commission for its initial public offering (IPO), F45 Training, Austin, Texas, revealed that it expects to sell 20.3 million shares to the public at $15 to $17 per share.

If all goes as planned, the company could be valued at $1.45 billion to $1.54 billion.

The company originally filed its S-1 form in late June without listing a proposed share price or date for the IPO. The revised filing still does not offer a date for the IPO.

F45 Training, which offers a 45-minute fitness program in-studio and at-home, plans to sell about 18.75 million shares, while one of its main investors, MGIW (which is 26 percent owned by actor Mark Wahlberg, who also owns an F45 franchise and is on F45’s board) plans to sell about 1.6 million shares. F45 Training would make about $275.9 million while MGIW would earn $23.3 million from the IPO if it prices at a midpoint $16 per share.

F45 Training plans to use $190.7 million of its earnings from the IPO to repay debt, $2.5 million to pay employee bonuses, $25 million to pay the purchase price for its acquisition of certain assets of Flywheel indoor cycling chain and $5.6 million to pay expenses incurred in connection with the IPO, according to the filing. Any remaining money will go to working capital and general corporate purposes.

One or more funds affiliated with Caledonia have indicated an interest in purchasing an aggregate of up to $100 million in shares of the company’s common stock in this offering at the initial public offering price, according to the filing.

The company is seeking to trade on the New York Stock Exchange under the symbol FXLV.

F45 Training was founded in 2013 in Australia and has grown to more than 1,500 studios with 2,800 franchises in 63 countries.

In June 2020, Crescent Acquisition Corp. announced it would acquire F45 Training in a deal that would have valued the company at $845 million. The deal would have made F45 a public company since Crescent Acquisition Corp. is a publicly traded special purpose acquisition company. However, the deal was terminated in October.