Beachbody Company Files 8-K for Material Definitive Agreement

TL;DR

Beachbody (BODY) filed an 8-K for a material definitive agreement - details pending.

AI Summary

On April 5, 2024, The Beachbody Company, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing but are related to financial statements and exhibits. The company, formerly known as Forest Road Acquisition Corp., is incorporated in Delaware and headquartered in El Segundo, California.

Why It Matters

This filing indicates a significant event for Beachbody Company, Inc., potentially impacting its financial structure or operational agreements, requiring investor attention.

Risk Assessment

Risk Level: medium — The filing itself is routine, but the 'Material Definitive Agreement' could represent significant changes or risks for the company that are not yet fully detailed.

Key Numbers

• 001-39735 — SEC File Number (Identifies the company's filing with the SEC.)
• 85-3222090 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• The Beachbody Company, Inc. (company) — Registrant
• Forest Road Acquisition Corp. (company) — Former company name
• April 05, 2024 (date) — Date of earliest event reported
• 400 Continental Blvd Suite 400 (location) — Principal Executive Offices Address
• El Segundo, California (location) — Principal Executive Offices City and State
• 90245 (location) — Principal Executive Offices Zip Code
• 310-883-900 (phone_number) — Registrant's Telephone Number

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 Fifth Am
• $100.0 million — the minimum revenue levels shall be (A) $100.0 million for each fiscal quarter ending after th
• $110.0 million — n or prior to December 31, 2024 and (B) $110.0 million for each fiscal quarter ending thereaft
• $18.0 million — t the minimum liquidity levels shall be $18.0 million at all times from and after the Closing
• $4.0 m — ity in an aggregate principal amount of $4.0 million, together with accrued interest t
• $120,000 — eon and a related prepayment premium of $120,000. The foregoing summary of the Fifth A
• $20.50 — the exercise price of the warrants from $20.50 per share of Class A Common Stock to $9
• $9.16 — 50 per share of Class A Common Stock to $9.16 per share. The foregoing summary of t

Filing Documents

• body-20240405.htm (8-K) — 53KB
• body-ex10_1.htm (EX-10.1) — 154KB
• body-ex10_2.htm (EX-10.2) — 176KB
• body-ex99_1.htm (EX-99.1) — 15KB
• img232485507_0.jpg (GRAPHIC) — 1KB
• 0000950170-24-042629.txt ( ) — 562KB
• body-20240405.xsd (EX-101.SCH) — 25KB
• body-20240405_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Financing Agreement Amendment On April 5, 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 Amendment No. 5 to Financing Agreement (the "Fifth 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 Fifth Amendment, among other things, amends certain terms of the Financing Agreement, including without limitation, (i) the minimum revenue financial covenant thereunder, such that the minimum revenue levels shall be (A) $100.0 million for each fiscal quarter ending after the Closing Date and on or prior to December 31, 2024 and (B) $110.0 million for each fiscal quarter ending thereafter and on or prior to December 31, 2025; and (ii) the minimum liquidity financial covenant thereunder, such that the minimum liquidity levels shall be $18.0 million at all times from and after the Closing Date through the maturity of the Credit Facility. In connection with the Fifth Amendment, on the Closing Date, the Borrower made a partial prepayment of the term loans under the Credit Facility in an aggregate principal amount of $4.0 million, together with accrued interest thereon and a related prepayment premium of $120,000. The foregoing summary of the Fifth Amendment is qualified in its entirety by reference to the full text of the Fifth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated h

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 8, 2024, the Company issued a press release announcing the entry into the Fifth Amendment and the Warrant Second Amendment as described above in Item 1.01 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 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1 Amendment No. 5 to Financing Agreement, dated as of April 5, 2024 by and among the Borrower, the lenders party thereto and Blue Torch, as collateral agent and as administrative agent 10.2 Form of Second Amended and Restated Warrant to Purchase Stock 99.1 Press release, dated April 8, 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: April 8, 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