Beachbody Enters Definitive Agreement for Business Combination

TL;DR

Beachbody inked a deal for a business combo, moving forward with its restructuring plans.

AI Summary

On February 29, 2024, The Beachbody Company, Inc. entered into a Material Definitive Agreement related to its previously announced business combination with certain subsidiaries of its parent company. This agreement is a significant step in the ongoing restructuring and potential separation of Beachbody's digital and direct-to-consumer businesses.

Why It Matters

This filing indicates a significant step in Beachbody's corporate restructuring, potentially impacting its future business structure and financial reporting.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement for a business combination, which inherently carries risks associated with such complex transactions and corporate restructuring.

Key Players & Entities

• The Beachbody Company, Inc. (company) — Registrant
• February 29, 2024 (date) — Date of earliest event reported
• Forest Road Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share BODI The New York Stock E
• $50.0 million — original aggregate principal amount of $50.0 million (the "Credit Facility"). The Consent
• $17.0 million — e minimum liquidity levels shall be (A) $17.0 million at all times from the Closing Date thro
• $22.0 million — ng Date through March 31, 2024, and (B) $22.0 million at all times thereafter through the mat
• $5.5 m — egate principal amount of approximately $5.5 million, together with accrued interest t
• $165.0 thousand — ted prepayment premium of approximately $165.0 thousand. The foregoing summary of the Consent
• $4.8 million — ility which had a net carrying value of $4.8 million at December 31, 2023, for approximately
• $6.2 million — at December 31, 2023, for approximately $6.2 million. Simultaneous with the sale, the Compan

Filing Documents

• body-20240229.htm (8-K) — 47KB
• body-ex10_1.htm (EX-10.1) — 78KB
• body-ex99_1.htm (EX-99.1) — 12KB
• 0000950170-24-025028.txt ( ) — 265KB
• body-20240229.xsd (EX-101.SCH) — 25KB
• body-20240229_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Consent and Amendment to Financing Agreement On February 29, 2024 (the "Closing Date"), Beachbody, LLC (the "Borrower"), a subsidiary of The Beachbody Company, Inc. (the "Company"), the lenders party thereto and Blue Torch Finance, LLC ("Blue Torch"), as collateral agent and as administrative agent, entered into that certain Consent No. 2 and Amendment No. 4 to the Financing Agreement (the "Consent and Amendment"), which amended the Company's existing Financing Agreement, dated as of August 8, 2022 (as previously amended, the "Financing Agreement"), by and among the Company, the Borrower, the lenders party thereto from time to time and Blue Torch, as collateral agent and as administrative agent, which provided for a senior secured term loan facility in an original aggregate principal amount of $50.0 million (the "Credit Facility"). The Consent and Amendment, among other things, (i) consents to the sale of certain assets by the Borrower as described below in Item 8.01 of this Current Report on Form 8-K and (ii) amends certain terms of the Financing Agreement, including without limitation, the minimum liquidity financial covenant thereunder, such that the minimum liquidity levels shall be (A) $17.0 million at all times from the Closing Date through March 31, 2024, and (B) $22.0 million at all times thereafter through the maturity of the Credit Facility. In connection with the Consent and Amendment, the Borrower made a partial prepayment of the term loans under the Credit Facility in an aggregate principal amount of approximately $5.5 million, together with accrued interest thereon and a related prepayment premium of approximately $165.0 thousand. The foregoing summary of the Consent and Amendment is qualified in its entirety by reference to the full text of the Consent and Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On March 4, 2024, the Company issued a press release announcing the entry into a sale and leaseback transaction as described below in Item 8.01 of this Current Report on Form 8-K. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated in this Item 7.01, including the press release furnished herewith as Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.

01 Other Events

Item 8.01 Other Events. On February 29, 2024, the Company completed a sale and leaseback transaction, pursuant to which the Company sold its Van Nuys production facility which had a net carrying value of $4.8 million at December 31, 2023, for approximately $6.2 million. Simultaneous with the sale, the Company entered into a five-year lease of the facility, with two options to extend the lease for a period of three years each.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1 Consent No. 2 and Amendment No. 4 to Financing Agreement, dated as of February 29, 2024 by and among the Borrower, the lenders party thereto and Blue Torch, as collateral agent and as administrative agent. 99.1 Press release, dated March 4, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The Beachbody Company, Inc. Date: March 4, 2024 By: /s/ Jonathan Gelfand Jonathan Gelfand Executive Vice President, Business & Legal Affairs, Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR