We are providing the following summary to give a brief overview of frequently asked investor questions. Information provided here does not purport to provide a comprehensive discussion of any topics mentioned and is qualified in its entirety by the applicable organizational documents of the Company and certain filings of the Company with the Securities and Exchange Commission. We encourage you to review these documents and filings for a more comprehensive discussion.
What is an Up-C structure?
Xponential Fitness, Inc.’s corporate structure following the completion of the Company’s initial public offering is commonly referred to as an “Up-C” structure. An Umbrella Partnership C Corporation (“Up-C”) structure can be used by partnerships and limited liability companies when they undertake an initial public offering of their business. Examples of other public companies that employed an Up-C structure include Bumble, GoDaddy and Planet Fitness.
As summarized by Deloitte¹, an Up-C structure may provide favorable tax benefits to pre-IPO owners. An Up-C structure allows pre-IPO owners to access the public capital markets while maintaining ownership through a partnership, thus preserving benefits associated with a single level of taxation.
Please see the Company’s prospectus filed with the SEC on 7/26/2021 in connection with our Initial Public Offering, page 18 and onwards, for a more comprehensive discussion of our organizational structure as of immediately following the Company’s IPO.
Please describe the Company’s capital structure and the different share classes.
The Company’s capital structure includes outstanding shares of Class A Common Stock, Class B Common Stock, Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock (collectively, the “Preferred Stock”), as well as Term Loan Debt. For a detailed description of the Company’s capital stock, please refer to Exhibit 4.2 to our Annual Report on Form 10-K filed with the SEC on March 7, 2022. Please also refer to the Company’s Current Reports on Form 8-K filed with the SEC on January 9, 2023 and January 13, 2023 for an update on the Company’s most recent amendment to its financing arrangement and its preferred stock repurchase transactions.
Class A Common Stock is listed on the New York Stock Exchange under ticker symbol “XPOF”.
Class B Common Stock is not publicly listed and is held by certain of the Company’s pre-IPO owners. As part of the Up-C structure, at the time of the Company’s IPO, certain of the Company’s pre-IPO owners were issued a number of shares of Class B common stock in an amount equal to the number of vested LLC Units they held in our operating partnership, Xponential Holdings, LLC. Under Xponential Holdings, LLC’s LLC Agreement, the holders of LLC Units (other than the Company) have the right to require Xponential Holdings LLC to redeem all or a portion of their LLC Units for, at the Company’s election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to the volume-weighted average market price of one share of Class A common stock for each LLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) or the net proceeds from a substantially contemporaneous offering of Class A common stock in accordance with the terms of the LLC Agreement. Additionally, in the event of a redemption request from a holder of LLC Units, the Company may, at its option, effect a direct exchange of cash or Class A common stock for LLC Units in lieu of such a redemption. Shares of Class B common stock will be cancelled on a one-for-one basis if the Company, following a redemption request from a holder of LLC Units, redeem or exchange LLC Units of such holder pursuant to the terms of the LLC Agreement. The cancellation of Class B Common Stock in exchange for Class A Common Stock is not dilutive to existing shareholders because the Company’s earnings per share calculation takes into account both Class A and Class B Common Stock.
The Convertible Preferred Stock (Series A and Series A-1) was issued in a private financing that closed concurrently with the IPO. The Convertible Preferred Stock pays quarterly cash dividends at a rate of 6.50% per annum. The initial / current liquidation preference is $1,000 per share, with a conversion price equal to $14.40 per share. There is both Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock; Series A Convertible Preferred Stock carries voting and certain board designation rights, Series A-1 Convertible Preferred Stock does not carry such rights, but is convertible into Series A Convertible Preferred Stock at the option of the holder subject to applicable regulatory requirements.
Convertible Preferred Stock Repurchase Transactions and Term Loan Debt Update: On January 9, 2023, the Company entered into a privately negotiated preferred stock repurchase agreement with certain holders of its issued and outstanding 6.50% Series A and Series A-1 Convertible Preferred Stock to repurchase 85,340 shares, which prior to the transaction would have been convertible into 5.9 million shares of Class A common stock. The repurchase transactions and the incremental term loans closed on January 13, 2023. The Company funded the purchase price in the repurchase transactions with the net proceeds of the $130.0 incremental term loans and available cash.
What are the voting rights associated with the different share classes?
Holders of Class A Common Stock and Class B Common Stock are entitled to one vote per share for each share held of record on all matters on which stockholders are entitled to vote generally.
Holders of Series A Convertible Preferred Stock are entitled to vote on an as-converted basis, with the number of votes equal to the number of shares of Class A Common Stock into which the Series A Convertible Preferred Stock can be converted. Each holder of Series A preferred stock shall vote as a class with the holders of Class A common stock as if they were a single class of securities upon any matter submitted to a vote of our stockholders, except those matters required by law or that are required to be submitted to a class vote of the Series A preferred stock, in which case the holders of Series A preferred stock only shall vote as a separate class.
Series A-1 Convertible Preferred Stock does not carry any voting rights on matters on which stockholders are entitled to vote generally.
What are the other key features of the Convertible Preferred Stock?
The terms of our Series A and Series A-1 Convertible Preferred Stock are substantially identical, except that Series A Convertible Preferred Stock carries voting rights (as described above) and certain board designation rights (as described below), which Series A-1 Convertible Preferred Stock does not carry.
Series A Convertible Preferred Stock Only:
- One of the holders of our Preferred Stock (upon conversion into Series A Convertible Preferred Stock) would have certain rights to appoint up to a majority of our Board of Directors under certain limited circumstances (relating to an event of default, or our failure to repay amounts due to the Convertible Preferred Stock holders upon a redemption).
Series A and Series A-1 Convertible Preferred Stock:
- Seniority over Common Stock with respect to dividend rights and distribution rights upon liquidation and dissolution.
- Optional Conversion: Holders of Convertible Preferred Stock may elect to convert at any time at an initial conversion price of $14.40, subject to certain adjustments.
- Mandatory Conversion: We may require the Holders of our Convertible Preferred Stock to convert the Convertible Preferred Stock as follows:
- Between the second and third anniversary from the issue date, subject to certain liquidity conditions, if the trading price of Class A Common Stock has equaled or exceeded 150% of the Convertible Preferred Stock’s applicable conversion price for at least 20 out of any 30 consecutive trading days immediately preceding notice of the mandatory conversion
- From and after the third anniversary from the issue date, subject to certain liquidity conditions, if the trading price of Class A Common Stock has equaled or exceeded 125% of the Convertible Preferred Stock’s applicable conversion price for at least 20 out of any 30 consecutive trading days immediately preceding notice of the mandatory conversion
- Redemption at our option:
- Between the fifth and sixth anniversary from the issue date, we have the right to redeem all but not less than all of the Convertible Preferred Stock at a 105% premium
- After the sixth anniversary from the issue date, we have the right to redeem all but not less than all of the Convertible Preferred Stock at par
- Mandatory Redemption: after the eight anniversary from the issue date or upon an earlier change of control event or event of default, holders of Convertible Preferred Stock have the right to require the Company to redeem all but not less than all of the Convertible Preferred Stock then outstanding at the greater of fair market value or the then applicable fixed liquidation preference plus accrued and unpaid dividends. If a mandatory redemption occurs due to a change of control event prior to the sixth anniversary of the issue date, the Company would also be required to pay a specified premium upon redemption.
How does the Convertible Preferred Stock conversion work?
The Convertible Preferred Stock carries an initial liquidation preference of $1,000 per share and has an initial conversion price equal to $14.40 per share. Each share of Convertible Preferred Stock is currently convertible into $1,000/$14.40 = approximately 69.4 shares of Class A Common Stock. Accordingly, the 200,000 shares of Convertible Preferred Stock that were issued and outstanding prior to our preferred stock repurchase transactions were convertible into 13.9 million shares of Class A Common Stock. After the repurchase transactions discussed above, 114,660 shares of Preferred Stock would remain outstanding, which are convertible into 8.0 million shares of Class A Common Stock.
Please see the Company’s Quarterly Report on Form 10-Q for the first fiscal quarter of 2023, Note 11 to the Consolidated Financial Statements, for a more comprehensive discussion of the Preferred Stock.
Who owns the Convertible Preferred Stock?
The Convertible Preferred Stock is held by funds associated with MSD Partners, DESALKIV Portfolios (which is affiliated with D.E. Shaw & Co., L.P.), and Redwood Master Fund Ltd.
How many shares does the company have outstanding?
As of March 31, 2023 and per disclosure in Note 12 of our Form 10-K for the fiscal year 2022, unless noted, the following shares were outstanding:
- Class A Common Stock: 32,898,771
- Class B Common Stock: 16,731,271
- Total Common Stock: 49,630,042
Convertible Preferred Stock (updated for January 2023 repurchase transaction; please see SEC Form 8-K disclosure on January 13, 2023):
Series A Convertible Preferred Stock – before conversion: 56,572.
Series A-1 Convertible Preferred Stock – before conversion: 58,088.
Total Convertible Preferred Stock — before conversion: 114,660.
Class A Common Stock that would be issued assuming full conversion of the Convertible Preferred Stock: 7,962,500 shares of Class A Common Stock.
February 2023 Secondary Offering
We recently completed a secondary offering of 5.0 million shares which closed on February 10, 2023, followed by a greenshoe execution for an additional 0.75 million shares. The Selling Shareholders included Snapdragon Capital Partners, which is controlled by Mark Grabowski, the Chairman of our Board, and our CEO Anthony Geisler. Xponential Fitness did not receive any proceeds from this sale, and our CEO Anthony Geisler remains Xponential’s largest individual shareholder.
1Source: “Up-C IPOs gaining momentum.” Deloitte. https://www2.deloitte.com/us/en/pages/consulting/articles/up-c-ipo-infocus.html. Accessed 13 June 2022.