Xponential Fitness $131 million preferred stock repurchase facility

Davis Polk is advising Xponential Fitness, Inc. in connection with its privately negotiated preferred stock repurchase agreement with certain holders of its issued and outstanding 6.50% Series A convertible preferred stock and 6.50% Series A-1 convertible preferred stock. Davis Polk is also advising Xponential Fitness LLC, as borrower, in connection with a $130 million incremental senior secured term loan facility provided by certain of its existing lenders and/or their affiliates. The proceeds of the incremental term loan facility, together with available cash, are expected to be used to repurchase 85,340 shares of convertible preferred stock for $131 million in cash. The closing of the repurchases and the closing of the incremental term loan facility are cross-conditional.

Xponential Fitness, Inc. is the largest global franchisor of boutique fitness brands. Xponential Fitness’s portfolio of brands includes Club Pilates, CycleBar, StretchLab, Row House, AKT, YogaSix, Pure Barre, STRIDE, Rumble and BFT.

The Davis Polk corporate team includes partner Alan F. Denenberg and counsel Jason Bassetti. The Davis Polk finance team includes partner David Hahn and associates Esam Ibrahim and Ahmad Raja. The tax team includes partner Michael Mollerus and associate Eitan Ulmer. Associate Harrison Perry provided 1940 Act advice. Members of the Davis Polk team are based in the Northern California and New York offices.