Beachbody Company, Inc. Files Material Definitive Agreement

TL;DR

Beachbody signed a big deal, details TBD.

AI Summary

On October 18, 2024, The Beachbody Company, Inc. entered into a Material Definitive Agreement. The filing does not provide specific details about the agreement or any associated dollar amounts or parties involved.

Why It Matters

This filing indicates a significant new agreement for Beachbody, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the material definitive agreement.

Key Players & Entities

• The Beachbody Company, Inc. (company) — Registrant
• October 18, 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 Sixth Am
• $9.5 million — e minimum liquidity levels shall be (A) $9.5 million at all times from the Closing Date thro
• $13.0 million — Date through December 31, 2024 and (B) $13.0 million at all times thereafter through the mat
• $3.0 million — aggregate principal amount equal to (A) $3.0 million during the fiscal quarter ending March
• $2.0 million — scal quarter ending March 31, 2025, (B) $2.0 million during the fiscal quarter ending June 3
• $1.0 million — iscal quarter ending June 30, 2025, (C) $1.0 million during the fiscal quarter ending Septem
• $3.2 m — ity in an aggregate principal amount of $3.2 million, together with accrued interest t
• $40,000 — on, and a related prepayment premium of $40,000. The foregoing summary of the Sixth A
• $9.16 — e price of the Blue Torch Warrants from $9.16 per share of Class A Common Stock to $6
• $6.26 — 16 per share of Class A Common Stock to $6.26 per share. The foregoing summary of t

Filing Documents

• body-20241018.htm (8-K) — 47KB
• body-ex10_1.htm (EX-10.1) — 161KB
• body-ex10_2.htm (EX-10.2) — 203KB
• 0000950170-24-115942.txt ( ) — 568KB
• body-20241018.xsd (EX-101.SCH) — 25KB
• body-20241018_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Financing Agreement Amendment On October 18, 2024 (the "Closing Date"), The Beachbody Company, Inc. (the "Company"), Beachbody, LLC, a wholly-owned subsidiary of the Company (the "Borrower"), the lenders party thereto, and Blue Torch Finance, LLC ("Blue Torch"), as collateral agent and as administrative agent, entered into that certain Amendment No. 6 to Financing Agreement (the "Sixth 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 Borrower, the Company and certain subsidiaries of the Borrower, as guarantors, 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 Sixth Amendment, among other things, amends certain terms of the Financing Agreement, including without limitation, to (i) remove the minimum revenue financial covenant thereunder, (ii) modify the minimum liquidity financial covenant thereunder, such that the minimum liquidity levels shall be (A) $9.5 million at all times from the Closing Date through December 31, 2024 and (B) $13.0 million at all times thereafter through the maturity of the Credit Facility, (iii) include a minimum EBITDA financial covenant thereunder, requiring the Company and its subsidiaries to maintain certain specified Consolidated EBITDA (as defined in the Financing Agreement) levels for each fiscal quarter ending after the Closing Date, (iv) modify the amortization provisions thereunder, to require certain additional principal payments to be made with respect to the outstanding term loans under the Credit Facility, in an aggregate principal amount equal to (A) $3.0 million during the fiscal quarter ending March 31, 2025, (B) $2.0 million during the fiscal quarter

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1 Amendment No. 6 to Financing Agreement, dated as of October 18, 2024 by and among the Company, the Borrower, the lenders party thereto and Blue Torch, as collateral agent and as administrative agent 10.2 Form of Third Amended and Restated Warrant to Purchase Stock 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: October 21, 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