Is Assetco's guarantee for Bft's obligations conditional?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
For value received, XPOF ASSETCO, LLC, a Delaware limited liability company located at 17877 VON KARMAN AVENUE, SUITE 100, IRVINE, CALIFORNIA 92614 (the "Guarantor"), absolutely and unconditionally guarantees the performance by BFT FRANCHISE SPV, LLC, a Delaware limited liability company, located at 17877 VON KARMAN AVENUE, SUITE 100, IRVINE, CALIFORNIA 92614 (the "Franchisor"), of all of the obligations of Franchisor in accordance with the terms and conditions of the franchise registration in each state where the franchise is registered, and under its Franchise Agreement identified in its 2025 Franchise Disclosure Document, as it may be amended, and as that Franchise Agreement may be entered into with franchisees as amended, modified or extended from time to time. This guaranty continues in full force and effect until all obligations of the Franchisor under its franchise registrations and Franchise Agreements are satisfied or until the liability of Franchisor to its franchisees under the Franchise Agreement has been completely discharged, whichever first occurs. The Guarantor is not discharged from liability if a claim by a franchisee against the Franchisor remains outstanding. Notice of acceptance is waived. The Guarantor does not waive notice of Franchisor's default. This guaranty is binding on the Guarantor and its successors and assignees.
Source: Item 21 — FINANCIAL STATEMENTS (FDD page 79)
What This Means (2025 FDD)
According to Bft's 2025 Franchise Disclosure Document, XPOF Assetco, LLC ("Assetco") provides a guarantee for Bft's obligations as a franchisor. The document states that Assetco "absolutely and unconditionally guarantees" the performance of Bft's obligations under the franchise registration and Franchise Agreement. This guarantee remains in effect until all obligations of Bft under its franchise registrations and Franchise Agreements are satisfied or until Bft's liability to its franchisees under the Franchise Agreement has been completely discharged.
This unconditional guarantee means that Assetco is fully responsible for Bft's obligations without any specific preconditions or limitations. If Bft fails to meet its obligations, Assetco is bound to step in and ensure those obligations are fulfilled. The guarantee remains in effect even if a franchisee's claim against Bft is outstanding, and Assetco does not waive notice of Bft's default.
For a prospective Bft franchisee, this guarantee provides a significant level of security. It assures that the financial strength and commitment of Assetco, Bft's parent company, stand behind the franchise agreement. This can be a crucial factor in mitigating the risks associated with investing in a franchise, as it provides an additional layer of protection should Bft encounter financial or operational difficulties. The guarantee is binding on Assetco and its successors and assignees, further solidifying its long-term reliability.