The Beachbody Company Group, LLC entered into a non-binding letter of intent to acquire Forest Road Acquisition Corp. (NYSE: FRX) from Forest Road Acquisition Sponsor LLC and others for $2.6 billion in a reverse merger transaction on December 17, 2020. Beachbody Co Group, LLC entered into a definitive merger agreement to acquire Forest Road Acquisition Corp. (NYSE: FRX) from Forest Road Acquisition Sponsor LLC and others in a reverse merger transaction on February 9, 2021. Upon close of the transaction, all outstanding equity interests of Beachbody and Myx Fitness Holdings, LLC will be cancelled in exchange for the right to receive shares of common stock of Forest Road. Beachbody management and shareholders are rolling over 100% of their equity stake and will own approximately 84% of the pro forma business at close. Upon closing of the business combination transaction, The Beachbody Company will be the parent company of three premium content and technology-driven businesses: Beachbody On Demand (BOD), Openfit and Myx. The combined company will be renamed “The Beachbody Company, Inc.” and will be listed on the NYSE under a new ticker symbol, “BODY”. Upon completion, Carl Daikeler will serve as Co-Founder, Chairman and Chief Executive Officer; Jonathan Congdon will serve as Co-Founder and Chief Executive Officer of Openfit; Sue Collyns will serve as President and Chief Financial Officer; Jonathan Gelfand will serve as Chief Legal Officer and Senior Vice President of Business Development; Robert Gifford will serve as President and Chief Operating Officer; and Michael Neimand will serve as President of the combined company. Mary Conlin, Michael Heller, John Salter, Ben Van de Bunt and Kevin Mayer will serve as Directors of the combined company.

In addition to Beachbody and Myx equity holder approvals, the transaction will require the approval of the stockholders of Forest Road, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals, effectiveness of the registration statement on Form S-4 to be filed by Forest Road, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, receipt of approval for listing on the New York Stock Exchange the shares of Forest Road common stock to be issued in connection with the transaction, consummation of pipe investment, and the available closing cash of Forest Road shall not be less than $350 million. The Board of Directors of Forest Road, and the Board of Managers of each of Beachbody and Myx have unanimously approved the transaction. A special meeting of Forest Road Acquisition Corp. will be held on June 24, 2021 to approve the transaction. The Board of Forest Road Acquisition recommends the shareholders to vote in favor of the transaction. The special meeting of Forest Road stockholders will be held on June 24, 2021. As of May 27, 2021, registration statement became effective. As of June 24, 2021, the shareholders of Forest Road Acquisition Corp. have approved the transaction. The transaction is expected to close in the second quarter of 2021. As on June 23, 2021, the transaction is expected to close on June 25, 2021.

John Salter of The Raine Group LLC acted as financial advisor to Beachbody. Credit Suisse (USA) LLC acted as lead capital markets advisor to Beachbody. BofA Securities, Inc. acted as an additional capital markets advisor to Beachbody. Justin Hamill, Steven Stokdyk, Michael Anastasio, Ghaith Mahmood, Lisa Watts, Michelle Carpenter, Robert Blamires, Jason Cruise, and Peter Todaro of Latham & Watkins LLP; and Michael J. Heller of Cozen O'Connor C.P. acted as legal advisors to Beachbody. Credit Suisse is acting as lead placement agent and Raine and Cantor Fitzgerald & Co are acting as placement agents on the private placement. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Credit Suisse on the private placement. Guggenheim Securities, LLC acted as lead financial and capital markets advisor to Forest Road. Greenhill & Co, LLC is also acting as financial advisor to Forest Road. Robert W. Baird & Co. Incorporated acted as an additional capital markets advisor to Forest Road. Michael Woronoff, Anne Kim, William Dong, Monica J. Shilling and Michael Considine of Kirkland & Ellis LLP; and Ellenoff Grossman & Schole LLP acted as legal advisors to Forest Road. Matthew W. Miller of Greenberg Traurig, LLP is acted as legal advisor to Myx Fitness. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Forest Road Acquisition Corp. Jennifer Bellah Maguire of Gibson, Dunn & Crutcher LLP acted as legal advisor to Kevin Mayer. Morrow & Co., LLC acted as information agent to Forest Road Acquisition Corp. Raine will receive an advisory fee of $10 million. Morrow & Co. will receive a fee of $35,000. Stephen M. Kotran of Sullivan & Cromwell LLP acted as legal advisor to Guggenheim Securities, LLC.

The Beachbody Company Group, LLC completed the acquisition of Forest Road Acquisition Corp. (NYSE:FRX) from Forest Road Acquisition Sponsor LLC and others in a reverse merger transaction on June 25, 2021. The combined company is named The Beachbody Company, Inc. and its shares of Class A common stock and warrants are expected to start trading on the New York Stock Exchange from June 28, 2021 under the new ticker symbols “BODY” and “BODY WS,” respectively.