Crescent Acquisition’s Merger With F45 Training


Skadden, Arps, Slate, Meagher & Flom advised Crescent Acquisition Corp, while Gibson Dunn & Crutcher LLP served as legal advisor to F45 on the deal.

F45 Training Holdings Inc. (“F45”) andCrescent Acquisition Corp (NASDAQ: CRSA, CRSAU, CRSAW) have entered into a definitive agreement under which Crescent Acquisition Corp 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.

The combined company is anticipated to have an enterprise value of $845 million and be capitalized by cash from Crescent Acquisition Corp’s trust totaling over $250 million, assuming no public shareholders of Crescent Acquisition Corp exercise their redemption rights, along with an incremental $50 million committed by Crescent Capital Group LP pursuant to a forward purchase agreement to acquire 5 million units of Crescent Acquisition Corp. Existing F45 shareholders are expected to be issued approximately 53.3 million shares in the combined company and paid up to $204 million in cash consideration, assuming no public shareholders of Crescent Acquisition Corp exercise their redemption rights. Current F45 shareholders will hold approximately 60% of the combined company at closing, assuming no redemptions by the public shareholders of Crescent Acquisition Corp.

Founded in 2013, F45 is one of the fastest-growing fitness franchisors in the world with more than 1,900 franchises sold in over 50 countries.

Crescent Acquisition Corp is a special purpose acquisition company formed by Crescent Capital Group LP, Robert Beyer and Todd Purdy for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets.

Credit Suisse served as financial and capital markets advisor, BofA Securities served as capital markets advisor to Crescent. Goldman Sachs & Co. LLC and J.P. Morgan served as financial advisors to F45.

The Skadden team advising Crescent Acquisition included Corporate partners Gregg Noel (Palo Alto/Los Angeles; Picture) and Michael Mies (Palo Alto), counsel Christopher Bors (Palo Alto), and associates Joseph Casey (Palo Alto), Colton Cray (Los Angeles) and Amit Liran (Los Angeles); Tax partner Victor Hollender (New York) and associate Joseph Soltis (New York).

Involved fees earner: Christopher Bors – Skadden Arps Slate Meager & Flom; Joseph Casey – Skadden Arps Slate Meager & Flom; Colton Cray – Skadden Arps Slate Meager & Flom; Victor Hollender – Skadden Arps Slate Meager & Flom; Amit Liran – Skadden Arps Slate Meager & Flom; Michael Mies – Skadden Arps Slate Meager & Flom; Gregg Noel – Skadden Arps Slate Meager & Flom; Joseph Soltis – Skadden Arps Slate Meager & Flom;

Law Firms: Skadden Arps Slate Meager & Flom;

Clients: Crescent Acquisition;

Author: Ambrogio Visconti