Xponential Fitness Secures $150M Credit Facility

TL;DR

XPNT just inked a $150M revolving credit line with JPM, maturing in 2029. Looks like they're set for growth.

AI Summary

On August 23, 2024, Xponential Fitness, Inc. entered into a Material Definitive Agreement, specifically a credit agreement for a $150 million revolving credit facility. This facility matures on August 23, 2029, and is provided by a syndicate of lenders led by JPMorgan Chase Bank, N.A. as administrative agent.

Why It Matters

This new credit facility provides Xponential Fitness with significant financial flexibility and liquidity, which can be used for general corporate purposes and strategic initiatives.

Risk Assessment

Risk Level: low — The filing details a standard credit facility agreement, which is a common and generally low-risk financial transaction for a company.

Key Numbers

• $150M — Revolving Credit Facility (Provides liquidity for general corporate purposes.)
• 2029 — Maturity Date (Indicates the term of the credit facility.)

Key Players & Entities

• Xponential Fitness, Inc. (company) — Registrant
• August 23, 2024 (date) — Date of earliest event reported
• $150 million (dollar_amount) — Revolving credit facility amount
• August 23, 2029 (date) — Maturity date of credit facility
• JPMorgan Chase Bank, N.A. (company) — Administrative agent for the credit facility

FAQ

Key Financial Figures

• $0.0001 — stered Class A common stock, par value $0.0001 per share XPOF New York Stock Excha
• $25.0 million — ans in an aggregate principal amount of $25.0 million (the "Seventh Amendment Incremental Ter

Filing Documents

• d848166d8k.htm (8-K) — 24KB
• 0001193125-24-207762.txt ( ) — 147KB
• xpof-20240823.xsd (EX-101.SCH) — 3KB
• xpof-20240823_lab.xml (EX-101.LAB) — 18KB
• xpof-20240823_pre.xml (EX-101.PRE) — 11KB
• d848166d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 17877 Von Karman Ave. , Suite 100 Irvine , CA 92614 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (949) 346-3000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2, below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.0001 per share XPOF New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01 Entry into a Material Definitive Agreement. On August 23, 2024, Xponential Fitness, Inc. (the "Company") and certain of the Company's domestic subsidiaries entered into a seventh amendment (the "Amendment") to its existing financing agreement dated as of April 19, 2021, as previously amended by the first amendment thereto dated as of July 27, 2021, the second amendment thereto dated as of October 8, 2021, the third amendment thereto dated as of September 30, 2022, the fourth amendment thereto dated as of January 9, 2023, the fifth amendment thereto dated as of August 3, 2023 and the sixth amendment thereto dated as of February 13, 2024, with Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners (together with the Amendment, the "Credit Agreement"). The Amendment provides for, among other things, additional term loans in an aggregate principal amount of $25.0 million (the "Seventh Amendment Incremental Term Loans"), the proceeds of which will be used for general corporate purposes, including working capital, lease liabilities, and legal expenses arising from previously disclosed regulatory matters. The above disclosure is a summary and qualified in its entirety by the Amendment, a copy of which will be filed as an exhibit to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2024, pursuant to the rules and regulation of the Securities and Exchange Act of 1934, as amended. Item2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information contained in Item 1.01 above is incorporated by reference herein. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. XPONENTIAL FITNESS, INC. Date: August 27, 2024 By: /s/ John Meloun Name: John Meloun Title: Chief Financial Officer